Please complete all fields. After submitting, an email copy with signatures will be sent to the email you provided below. If you have any issues with your email copy, we will send you our copy for your records.
Enter Your Information
Sample Language: NDA Agreement
Personal & Confidential
Attention: [field id=”name”], [field id=”title”]
The date of this agreement will be the date of the receipt of this email confirming the agreement.
In connection with your consideration of a possible transaction (a “Transaction”) involving ___________, Inc. (the “Company”), you have requested or may receive certain information regarding the Company, which is non-public, confidential and/or proprietary in nature. All information, whether written or oral, regarding the Company that is received by you and your affiliates and your and their respective principals, employees, agents, potential financing sources, insurers, partners, officers, directors, consultants, partners and advisors (such parties actually receiving Information from you or at your direction, collectively, “Representatives”) on or after the date of this letter agreement (this “Agreement”) in connection with the Transaction, in whole or in part, together with analyses, compilations, studies or other documents prepared by you or your Representatives, which contain or otherwise reflect or are generated from such information is hereinafter referred to as the “Information”; provided, however, that Information will not include any information that: (i) is or becomes generally available to the public other than as a result of a disclosure by you in violation of this Agreement; (ii) is or becomes available to you or your Representatives on a non-confidential basis by a third party, which party is not, to your knowledge, in breach of an obligation to the Company to maintain the confidentiality of such information; (iii) was in your or your Representatives’ possession or available to you or your Representatives, in either case, from a source not known by you to be subject to an obligation of confidentiality to the Company with respect to such information, prior to the time of disclosure to you or your Representatives by the Company or its Representatives; or (iv) is independently developed by or for you or your Representatives without use of the Information.
In consideration of furnishing you with Information, the parties agree that:
I. You will, and you will direct your Representatives to, keep the Information confidential and you will not, and you will direct your Representatives not to, without prior written consent of the Company, disclose the Information, in any manner whatsoever, in whole or in part, other than as provided herein, and not use the Information, other than in connection with a Transaction. Moreover, you agree to transmit the Information for the purpose of evaluation, negotiation and/or consummation of the Transaction as described above only to your Representatives who are informed by you of the confidential nature of the Information, need to know such information for the purpose of evaluating, negotiating or consummating any possible Transaction and are directed to adhere to the terms of this Agreement applicable to your Representatives. You will be responsible for any breach of the obligations under this Agreement applicable to your Representatives by any of your Representatives, including their failure to follow any direction required to be given by you under this Agreement.
2. The Information will be returned to the Company promptly or, at your option, destroyed by you (and you will direct your Representatives to do the same) without retaining any copies thereof at any time upon the written request of the Company. Electronic copies of Information shall only be destroyed to the extent practical (e.g., not including electronic copies on back-up servers). Notwithstanding the foregoing, you and any Representative may retain (i) any information they deem necessary to comply with any obligations or best practices under applicable law, rule, regulation or bona fide internal record retention policies and procedures and (ii) any information contained in firm electronic mail back-up records, back-up server tapes or any similar automated records or other archives in the ordinary course of business, provided, however, that such retained Information shall remain subject to the confidentiality provisions of this Agreement for the term of this Agreement.
3. If you or your Representatives becomes required, requested or compelled by applicable law, rule or regulation or any legal, judicial, governmental, administrative or regulatory order, authority or process to disclose any portion of the Information, you will, if not prohibited by law, provide us with prompt notice thereof so that the Company may seek (at the Company’s sole cost and expense) a protective order or other appropriate remedy and/or waive compliance with this Agreement. If such protective order or other remedy is not obtained or the Company waives compliance with the relevant provisions of this Agreement, you or your Representatives will furnish only that portion of the Information which, on the advice of counsel, is required to be disclosed and, upon the Company’s written request, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such Information, at the Company’s sole cost and expense. In any event, you will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Information. Notwithstanding anything herein to the contrary, no notice, consultation or other cooperation with the Company shall be required if you or any of your Representatives is required to disclose Information pursuant to a broad or routine audit, examination or request for information by any legal, judicial, governmental, administrative, or regulatory authority that is not specific to the Company or the Information provided hereunder.
4. Unless otherwise required by law, you will not, and you will direct your Representatives not to, disclose to any person or entity either the fact that discussions or negotiations are taking place concerning a possible Transaction, or any of the terms, conditions or other facts with respect to any such possible transactions, including the status thereof, and the fact that the Information has been made available to you. All such information described in the immediately preceding sentence shall be deemed “Information” for all purposes hereunder, including with respect to permitted disclosures thereof. In respect thereof, without both parties’ prior written consent, except as required by applicable law, rule or regulation, the Company will not, and will direct its representatives not to, disclose to any person either the fact that you or your Representatives have requested or received the Information, that any investigations, discussions or negotiations are taking place concerning a possible Transaction between you and the Company or any of the terms, conditions or other facts with respect to any such possible Transaction, including the status thereof and the fact that the Information has been made available to you.
5. During the course of meetings and discussions pertaining to the Transaction, certain of your Representatives involved in the Transaction will meet with and receive information concerning certain key officers and employees of the Company. Until the earlier of (i) the consummation of a Transaction by and between you and the Company or (ii) one year from the date of this Agreement, you will not initiate contact (except for those contacts made in the ordinary course of business or with the express written permission of the Company) with the Company’s known officers, directors or management-level employees regarding the Information or the Transaction. Until the earlier of (i) the consummation of a Transaction by and between you and the Company or (ii) one year from the date of this Agreement, you will not solicit for employment the officers or management-level employees of the Company with whom you become acquainted in connection with the Transaction. Notwithstanding the foregoing, nothing contained herein shall preclude the soliciting or hiring of any such employee who (i) contacts you on his/her own initiative, (ii) you were in discussion with regarding possible employment prior to signing this Agreement, (iii) is no longer employed by the Company at the time of such solicitation or hiring, (iv) responds to a general solicitation of employment through advertisement not targeted specifically at the Company or its employees or (v) is referred to you by search firms, recruiting firms, employment agencies or other similar entities, provided that such entities have not been specifically instructed by you to solicit employees of the Company. Unless otherwise expressly agreed to by the Company in writing, all (1) communications regarding any possible Transaction (other than those with and amongst your Representatives), (2) requests for additional information, (3) requests for management meetings, and (4) discussions or questions regarding Transaction procedures, will be submitted or directed to Seabrook Partners LLC as Representative of the Company.
6. Except as may be set forth in a subsequent binding agreement regarding the Transaction executed after the date hereof, you understand and acknowledge that neither the Company nor any of its Representatives is making any representations or warranties, express or implied, as to the accuracy or completeness of the Information or any other information provided to you by the Company, and you waive any and all claims that may be based on the errors therein or omissions therefrom. Except as may be set forth in a subsequent binding agreement regarding the Transaction executed after the date hereof, neither the Company nor its affiliates, nor any of our respective officers, directors, employees, agents or controlling persons (within the meaning of the Securities Exchange Act of 1934) shall have any liability to you or any other person or entity (including, without limitation, any of your Representatives) resulting from your use of the Information, In the event of any litigation arising out of this Agreement, the non- prevailing party (as determined by a court of competent jurisdiction pursuant to a final non-appealable court order) agrees to reimburse the prevailing party for all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing party in such litigation. No license, intellectual property right or other right in or to any of the Information is granted or implied by this Agreement.
7. Without prejudice to the rights and remedies otherwise available, the Company shall be entitled to seek specific performance or equitable relief by way of injunction if you or any of your Representatives breach or threaten to breach any of the provisions of this Agreement. It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
8. The validity and interpretation of this Agreement will be governed by, and construed and enforced in accordance with, the laws of the state of Delaware applicable to agreements made and to be fully performed therein (excluding the conflicts of laws rules). Any right to trial by jury with respect to any claim or action arising out of this Agreement is hereby waived. The parties hereby submit to the exclusive jurisdiction of the Federal and Delaware State courts (and appellate courts thereof) located in the State of Delaware in connection with any dispute related to this Agreement or any of the matters contemplated hereby, and agree that service of any process, summons, notice or document by registered mail addressed to the other party shall be effective service of process against such party for any suit, action or proceeding relating to any such dispute. The parties irrevocably and unconditionally waive any objection to the laying of such venue for any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
9. This Agreement binds the parties only with respect to the matters expressly set forth herein. As such, unless and until a subsequent binding agreement regarding a Transaction between the Company and you has been executed, (a) neither the Company nor you will be under any legal obligation of any kind whatsoever to negotiate or consummate a transaction, and (b) no parties shall have any claims whatsoever against any other party or any of their respective directors, offices, owners, affiliates or
representatives with respect to any Transactions.
11. The Agreement and all of the obligations of the parties hereunder shall terminate on the earlier of (i) one (1) year from the date of this Agreement or (ii) upon the execution of a definitive agreement regarding the possible Transaction.
If you are in agreement with the foregoing, please sign and return this Agreement, which thereupon will constitute our agreement with respect to the subject matter hereof. If you have any questions regarding any provision of this Agreement, please contact Brian Keane of Seabrook Partners LLC.
Very truly yours,
SEABROOK PARTNERS LLC ON BEHALF OF ___________, INC.
Brian W. Keane
Accepted and agreed to as of the date of transmission:
Signed: [field id=”signature”]
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:
Usage Data is collected automatically when using the Service. Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data. When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data. We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. You can learn more about cookies here: All About Cookies by TermsFeed. We use both Session and Persistent Cookies for the purposes set out below:
The Company may use Personal Data for the following purposes:
We may share Your personal information in the following situations:
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers. If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent’s consent before We collect and use that information.
Please read these terms and conditions carefully before using Our Service.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.
The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
If you have any questions about these Terms and Conditions, You can contact us: firstname.lastname@example.org