Non-disclosure Agreement Form for Missouri

Missouri Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is made effective as of ______ [Insert Date], by and between ______ [Insert Name of Disclosing Party], with its principal place of business located at ______ [Insert Address], hereafter referred to as the “Disclosing Party,” and ______ [Insert Name of Receiving Party], with its principal place of business located at ______ [Insert Address], hereafter referred to as the “Receiving Party.”

The purpose of this Agreement is to protect the confidential information shared between the parties. This agreement is governed by the laws of the State of Missouri, including but not limited to the Missouri Uniform Trade Secrets Act, Mo. Rev. Stat. § 417.450 et seq.

1. Definition of Confidential Information
Confidential Information includes but is not limited to: any data, documents, prototypes, samples, marketing strategies, software, customer lists, financial information, or other material that is designated as “Confidential” by the Disclosing Party either verbally or in writing.

2. Obligations of the Receiving Party
The Receiving Party agrees to:

1. Maintain the confidentiality of the information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but not less than reasonable care.
2. Not use the Confidential Information for any purpose outside the scope of this Agreement.
3. Limit access to the Confidential Information to persons within its organization who need to know such information in connection with the current or contemplated business relationship between the parties.
4. Return or destroy all copies of the Confidential Information upon request of the Disclosing Party.

3. Exceptions to Confidential Information
The obligations under this Agreement do not apply to information that:

• Is already known to the Receiving Party at the time of disclosure without an obligation of confidentiality;
• Becomes publicly known through no wrongful act of the Receiving Party;
• Is received from a third party without breach of this Agreement;
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
• Must be disclosed by law or by a court of competent jurisdiction.

4. Term and Termination
This Agreement shall commence on the Effective Date and shall continue in effect until ______ [Insert Termination Date] unless otherwise terminated earlier by either party upon ______ [Insert number of days] days’ written notice to the other party. Upon termination, the Receiving Party shall immediately cease all use of the Confidential Information and return or destroy all copies, notes, or other forms of reproduction or transformation.

5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions.

6. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, superseding all previous agreements. A waiver of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any other provision.

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

Disclosing Party: ______________________________________

Receiving Party: ______________________________________

Date: ______________________________________