The Receiving Party will review, examine, inspect, or obtain the Business Plan only for the above-described purposes, and to otherwise maintain the confidentiality of that Business Plan pursuant to the terms of this agreement. In conjunction with its delivery of the Business Plan, the Disclosing Party may (but is not required to) disclose certain of its confidential and proprietary information to the Receiving Party. The Business Plan or other Confidential Information may pertain to prospective or unannounced products. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness. By knowing from the beginning what types of information are confidential, you can safely explore any and all private aspects of your business venture. The parties shall keep the existence of this agreement, and the transactions or discussions contemplated by this agreement, strictly confidential, except as required by law and except as the parties otherwise may agree in writing before a disclosure. The Receiving Party obtains no rights by license or otherwise in the Business Plan or other Confidential Information under this agreement. If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. This agreement will become effective when all parties have signed it. Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
The Disclosing Party shall provide a copy of the Business Plan to the Receiving Party within days of the signing of this agreement. Neither party solicits any change in the other party's organization, business practice, service, or products, and the disclosure of the Business Plan or other Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement. A business plan nondisclosure agreement, also known as a confidentiality agreement or NDA, is designed to build trust in your business relationships. The Receiving Party acknowledges that the Business Plan and Confidential Information are, and at all times will be, the Disclosing Party's sole property, even if suggestions made by the Receiving Party are incorporated into later versions of the Business Plan. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement.
Ideally, you want to protect the contents of your business plan from every human except those you choose to read it.
Since that is impossible, confidentiality statements/agreements help ensure reader's silence.
The most important components of confidentiality agreements, particularly when used with ideas and plans for small business start ups, are clarity and simplicity.
Before you present your business plan to anyone outside of your trusted "circle", prepare a clear, non-intimidating confidentiality agreement.
Confidentiality agreements, however simple, are enforceable if you include the basic concepts and obtain original signatures.
Unlike "non-compete" or other highly restrictive agreements, U. courts view confidentiality statements as enforceable and reasonable.
The Receiving Party acknowledges that the Business Plan and Confidential Information are, and at all times will be, the Disclosing Party's sole property, even if suggestions made by the Receiving Party are incorporated into later versions of the Business Plan. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. This agreement constitutes the final agreement of the parties.
No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement.