Ohio Non-disclosure Agreement Template

Ohio Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is made and entered into as of __________ [insert date] between __________ [insert disclosing party's name], with its principal place of business located at __________ [insert address], ("Disclosing Party") and __________ [insert receiving party's name], with its principal place of business located at __________ [insert address], ("Receiving Party").

WHEREAS, the Disclosing Party possesses certain information relating to __________ [insert description of confidential information] that is considered confidential and proprietary ("Confidential Information"); and

WHEREAS, the Receiving Party desires to receive the Confidential Information for the purpose of __________ [insert purpose], the Receiving Party agrees to treat all Confidential Information in accordance with the terms of this Agreement.

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, or the unauthorized disclosure of which could be detrimental to the interests of the Disclosing Party. Confidential Information includes but is not limited to:

• Business strategies
• Customer lists
• Technical data
• Product plans
• Research and development
• Financial information
• Other proprietary information

2. Non-disclosure Obligations

The Receiving Party agrees to maintain the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party also agrees to use the Confidential Information solely for the purpose described above and not for any other purpose.

3. Exceptions to Confidential Information

The obligations specified in this Agreement do not apply to Confidential Information that:

1. Is or becomes publicly known through no wrongful act of the Receiving Party;
2. Is received from a third party without similar nondisclosure obligations and without breach of this Agreement;
3. Is independently developed by the Receiving Party without the use of the Confidential Information;
4. Is approved for release by written authorization of the Disclosing Party.

4. Term and Termination

This Agreement shall commence on the date first written above and shall continue in effect until __________ [insert termination date or state that the agreement remains in effect until the Confidential Information no longer qualifies as confidential], unless earlier terminated by either party upon __________ [insert number of days] days’ written notice.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to its conflict of laws provisions. Any disputes arising under or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association, conducted in the State of Ohio.

6. Entire Agreement

This Agreement contains the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written. No modification, amendment, or waiver of any provisions of this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

______________________
[Disclosing Party's Signature]
[Printed Name]
[Date]

______________________
[Receiving Party's Signature]
[Printed Name]
[Date]