Non-Disclosure Agreement Templates
Mutual and One-Way NDA Templates
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date")
BETWEEN:
SkyMirror Kft.
Registered Address: Kálmán Imre utca 1, 1054 Budapest, Hungary
("SkyMirror")
AND:
[PARTY NAME]
Address: [ADDRESS]
("[Party Name]" or "Counterparty")
Each a "Party" and collectively the "Parties"
RECITALS
The Parties wish to explore a potential business relationship concerning [DESCRIBE PURPOSE] (the "Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other Party.
1. DEFINITION OF CONFIDENTIAL INFORMATION
1.1 "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by inspection, including but not limited to:
- (a) Business plans, strategies, and forecasts
- (b) Financial information and projections
- (c) Customer and supplier information
- (d) Technical data, designs, and specifications
- (e) Software, source code, and algorithms
- (f) Trade secrets and know-how
- (g) Marketing plans and pricing information
- (h) Employee and personnel information
- (i) Any information marked "Confidential" or similar designation
1.2 Confidential Information does not include information that:
- (a) Is or becomes publicly available through no fault of the Receiving Party
- (b) Was rightfully known to the Receiving Party before disclosure
- (c) Is rightfully obtained from a third party without restriction
- (d) Is independently developed without use of Confidential Information
- (e) Is required to be disclosed by law, provided the Receiving Party gives prompt notice
2. OBLIGATIONS
2.1 Protection. The Receiving Party shall:
- (a) Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care
- (b) Use Confidential Information solely for the Purpose
- (c) Limit disclosure to employees and advisors with a need to know who are bound by confidentiality obligations
- (d) Not disclose Confidential Information to third parties without prior written consent
2.2 No License. Nothing in this Agreement grants any license or rights to Confidential Information except as expressly stated.
2.3 No Obligation. This Agreement does not obligate either Party to:
- (a) Disclose any particular information
- (b) Enter into any further agreement
- (c) Proceed with any transaction
3. TERM
3.1 This Agreement shall remain in effect for [2] years from the Effective Date, unless terminated earlier by either Party with [30] days' written notice.
3.2 Confidentiality obligations shall survive termination for [3] years, or indefinitely for trade secrets.
4. RETURN OF INFORMATION
Upon termination or request, the Receiving Party shall:
- (a) Return or destroy all Confidential Information
- (b) Certify destruction in writing if requested
- (c) Retain only copies required by law or internal compliance
5. REMEDIES
5.1 The Parties acknowledge that breach may cause irreparable harm for which monetary damages are inadequate.
5.2 The Disclosing Party may seek injunctive relief without proving actual damages or posting bond.
5.3 Remedies are cumulative and not exclusive.
6. GENERAL PROVISIONS
6.1 Governing Law. This Agreement is governed by Hungarian law.
6.2 Dispute Resolution. Disputes shall be resolved by arbitration in Budapest, Hungary.
6.3 Entire Agreement. This Agreement constitutes the entire agreement regarding confidentiality.
6.4 Amendments. Amendments must be in writing signed by both Parties.
6.5 Assignment. Neither Party may assign without consent.
6.6 Severability. Invalid provisions shall be modified to be enforceable.
6.7 Counterparts. This Agreement may be signed in counterparts.
SIGNATURES
SKYMIRROR KFT.
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
[COUNTERPARTY NAME]
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
ONE-WAY NON-DISCLOSURE AGREEMENT
(SkyMirror as Disclosing Party)
This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE]
BETWEEN:
SkyMirror Kft. ("Disclosing Party")
AND:
[RECIPIENT NAME] ("Receiving Party")
1. PURPOSE
The Disclosing Party wishes to disclose certain Confidential Information to the Receiving Party for the purpose of [DESCRIBE PURPOSE] (the "Purpose").
2. CONFIDENTIAL INFORMATION
"Confidential Information" means all non-public information disclosed by the Disclosing Party, including:
- Business plans and strategies
- Technical information and source code
- Customer and financial information
- Any information marked confidential
3. OBLIGATIONS
The Receiving Party shall:
- (a) Keep Confidential Information strictly confidential
- (b) Use only for the Purpose
- (c) Not disclose to third parties without written consent
- (d) Limit internal disclosure to those with need to know
- (e) Protect with reasonable security measures
- (f) Return or destroy upon request
4. EXCLUSIONS
Obligations do not apply to information that:
- (a) Is publicly available
- (b) Was known before disclosure
- (c) Is independently developed
- (d) Is received from a third party without restriction
- (e) Is required by law to be disclosed
5. TERM
This Agreement remains in effect for [2] years. Confidentiality obligations survive for [3] years after termination.
6. NO LICENSE
No license or rights are granted except as expressly stated.
7. REMEDIES
The Disclosing Party may seek injunctive relief for breach.
8. GENERAL
- Governed by Hungarian law
- Disputes resolved by arbitration in Budapest
- Amendments require written agreement
SIGNATURES
SKYMIRROR KFT.
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
[RECEIVING PARTY]
Signature: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
EMPLOYEE/CONTRACTOR CONFIDENTIALITY AGREEMENT
(For Internal Use)
I, [NAME], acknowledge that during my engagement with SkyMirror Kft., I may have access to Confidential Information.
I AGREE TO:
- Protect all Confidential Information with reasonable care
- Use Confidential Information only for Company business
- Not disclose to unauthorized persons or third parties
- Return all materials upon termination
- Report any suspected breaches immediately
CONFIDENTIAL INFORMATION INCLUDES:
- Source code and technical documentation
- Business plans and financial information
- Customer and employee data
- Trade secrets and proprietary methods
- Any information marked confidential
DURATION:
These obligations continue indefinitely after my engagement ends.
ACKNOWLEDGMENT:
I understand that breach may result in disciplinary action, termination, and legal liability.
Signature: _________________________
Name: _________________________
Date: _________________________
Witness: _________________________
NDA QUICK REFERENCE
When to Use Each Template
| Situation | Template |
|---|---|
| Partnership discussions | Mutual NDA |
| Investor meetings | Mutual NDA |
| Vendor evaluations | One-Way (SkyMirror disclosing) |
| Customer demos | One-Way (SkyMirror disclosing) |
| New employees | Employee Confidentiality |
| Contractors | Contractor Agreement (includes NDA) |
Key Terms to Customize
| Term | Standard | Negotiable Range |
|---|---|---|
| Duration | 2 years | 1-5 years |
| Survival | 3 years | 2-5 years |
| Notice period | 30 days | 14-60 days |
| Jurisdiction | Hungary | Negotiable |
Red Flags to Watch For
- ❌ Unlimited liability
- ❌ No carve-outs for public information
- ❌ Perpetual obligations (except trade secrets)
- ❌ Overly broad definition of confidential
- ❌ No return/destruction provisions
Template Version: 1.0
Last Updated: December 2024
Legal Review Required Before Use