New York Nondisclosure Agreement Regarding Proprietary and Licensed Material

• Category: Confidentiality and Nondisclosure - Trade Secrets
• State: Multi-State
• Control #: US-L0512AM
• Format: Word; Rich Text

Description

This sample form, a detailed Nondisclosure Agreement Regarding Proprietary And Licensed Material document, is adaptable for use with entertainment, new products, intellectual property/multimedia business and other related areas. Tailor to fit your circumstances. Available in Word format. New York Nondisclosure Agreement Regarding Proprietary and Licensed Material A New York Nondisclosure Agreement (NDA) Regarding Proprietary and Licensed Material is a legally binding contract that governs the confidentiality obligations related to proprietary and licensed information in the state of New York. This agreement is used to protect sensitive business information, trade secrets, intellectual property, and other valuable assets. Key Terms and Definitions: 1. Proprietary Material: Refers to any confidential or non-public information that is owned or controlled by a party, including but not limited to trade secrets, business plans, financial data, customer lists, research and development projects, marketing strategies, software, and other proprietary technology. 2. Licensed Material: Relates to any material or intellectual property that is licensed to a party by a third party, such as copyrighted material, trademarks, patents, and any other licensed content. 3. Receiving Party: The individual or entity that receives access to proprietary or licensed materials and is obligated to maintain their confidentiality. 4. Disclosing Party: The individual or entity that discloses proprietary or licensed materials and seeks protection for their confidential information. Types of New York Nondisclosure Agreements Regarding Proprietary and Licensed Material: 1. Unilateral Nondisclosure Agreement: In this type of agreement, one party (the disclosing party) shares proprietary or licensed materials with another party (the receiving party), who agrees to maintain confidentiality. It is commonly used when a company discloses its trade secrets to an employee, contractor, or potential investor. 2. Mutual Nondisclosure Agreement: This agreement is signed between two parties intending to share proprietary or licensed materials with each other. Both parties agree to keep the shared information confidential. Mutual NDAs are often used in situations where both parties have valuable and sensitive information to protect, such as during potential business partnerships, joint ventures, or collaborations. Important Clauses in a New York Nondisclosure Agreement Regarding Proprietary and Licensed Material: 1. Purpose: Clearly states the purpose of sharing the proprietary and licensed materials and the need for confidentiality. 2. Definition of Confidential Information: Describes what constitutes proprietary and licensed material. It includes a detailed list of information covered under the agreement. 3. Obligations of Receiving Party: Specifies the responsibilities of the receiving party in maintaining the confidentiality of the disclosed materials, including restrictions on use, storage, and disclosure. 4. Permitted Disclosures: Outlines exceptions under which the receiving party is allowed to disclose the confidential information, such as court orders or government regulations. 5. Term and Termination: Indicates the duration of the agreement and conditions that may lead to termination of the agreement. 6. Remedies and Indemnification: Defines the legal options available to the disclosing party in case of a breach of the agreement by the receiving party, including potential damages and injunctive relief. 7. Governing Law and Jurisdiction: Establishes that the agreement will be governed by the laws of the state of New York and designates the courts or arbitration forums within the state for dispute resolution. In conclusion, a New York Nondisclosure Agreement Regarding Proprietary and Licensed Material is a vital legal instrument used to safeguard confidential information in various business scenarios. It is crucial for parties to understand their obligations and rights under such agreements to protect their proprietary and licensed materials effectively.

New York Nondisclosure Agreement Regarding Proprietary and Licensed Material A New York Nondisclosure Agreement (NDA) Regarding Proprietary and Licensed Material is a legally binding contract that governs the confidentiality obligations related to proprietary and licensed information in the state of New York. This agreement is used to protect sensitive business information, trade secrets, intellectual property, and other valuable assets. Key Terms and Definitions: 1. Proprietary Material: Refers to any confidential or non-public information that is owned or controlled by a party, including but not limited to trade secrets, business plans, financial data, customer lists, research and development projects, marketing strategies, software, and other proprietary technology. 2. Licensed Material: Relates to any material or intellectual property that is licensed to a party by a third party, such as copyrighted material, trademarks, patents, and any other licensed content. 3. Receiving Party: The individual or entity that receives access to proprietary or licensed materials and is obligated to maintain their confidentiality. 4. Disclosing Party: The individual or entity that discloses proprietary or licensed materials and seeks protection for their confidential information. Types of New York Nondisclosure Agreements Regarding Proprietary and Licensed Material: 1. Unilateral Nondisclosure Agreement: In this type of agreement, one party (the disclosing party) shares proprietary or licensed materials with another party (the receiving party), who agrees to maintain confidentiality. It is commonly used when a company discloses its trade secrets to an employee, contractor, or potential investor. 2. Mutual Nondisclosure Agreement: This agreement is signed between two parties intending to share proprietary or licensed materials with each other. Both parties agree to keep the shared information confidential. Mutual NDAs are often used in situations where both parties have valuable and sensitive information to protect, such as during potential business partnerships, joint ventures, or collaborations. Important Clauses in a New York Nondisclosure Agreement Regarding Proprietary and Licensed Material: 1. Purpose: Clearly states the purpose of sharing the proprietary and licensed materials and the need for confidentiality. 2. Definition of Confidential Information: Describes what constitutes proprietary and licensed material. It includes a detailed list of information covered under the agreement. 3. Obligations of Receiving Party: Specifies the responsibilities of the receiving party in maintaining the confidentiality of the disclosed materials, including restrictions on use, storage, and disclosure. 4. Permitted Disclosures: Outlines exceptions under which the receiving party is allowed to disclose the confidential information, such as court orders or government regulations. 5. Term and Termination: Indicates the duration of the agreement and conditions that may lead to termination of the agreement. 6. Remedies and Indemnification: Defines the legal options available to the disclosing party in case of a breach of the agreement by the receiving party, including potential damages and injunctive relief. 7. Governing Law and Jurisdiction: Establishes that the agreement will be governed by the laws of the state of New York and designates the courts or arbitration forums within the state for dispute resolution. In conclusion, a New York Nondisclosure Agreement Regarding Proprietary and Licensed Material is a vital legal instrument used to safeguard confidential information in various business scenarios. It is crucial for parties to understand their obligations and rights under such agreements to protect their proprietary and licensed materials effectively.