Attorney-Approved Non-disclosure Agreement Template for Mississippi

Mississippi Non-Disclosure Agreement

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ___ day of ____________, 20__, by and between _________________________ (hereinafter referred to as the "Disclosing Party"), whose address is __________________________________________________, and _________________________ (hereinafter referred to as the "Receiving Party"), whose address is ___________________________________________________, collectively referred to as the "Parties".

The purpose of this Agreement is to prevent the unauthorized disclosure of Confidential Information as defined below. The Parties agree to abide by the terms of this Agreement to protect the confidentiality of the information shared.

Confidential Information includes but is not limited to any and all information, regardless of whether it is in tangible form, disclosed by the Disclosing Party to the Receiving Party that is either designated as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This may include, but is not limited to, business operations, customer lists, intellectual property, product specifications, and trade secrets.

Confidential Information shall not include information that:

• is or becomes publicly known through no fault of the Receiving Party;
• is received from a third party without breach of any obligation of confidentiality;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
• or is required to be disclosed by law, upon which the Receiving Party shall notify the Disclosing Party immediately before such disclosure.

The Receiving Party shall:

1. Maintain the confidentiality of the Confidential Information;
2. Not use the Confidential Information for any purpose other than the agreed upon purposes;
3. Not disclose the Confidential Information to any third parties without the prior written consent of the Disclosing Party;
4. Take all reasonable measures to prevent any unauthorized disclosure of the Confidential Information.

This Agreement shall commence on the date first above written and shall continue in effect until the Confidential Information no longer qualifies as confidential, or until the Agreement is terminated by either party with thirty (30) days written notice to the other party.

This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without giving effect to any choice or conflict of law provision or rule.

This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

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Signature of Disclosing Party

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Signature of Receiving Party