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Non-Disclosure Agreement (NDA)

Parties
No Name, Inc.Notice Address:
678 9th Avenue
SeattleWA 99999
United States of America
Attn: Fake Person
contact@noname.com
VirtualTermsNotice Address:
123 4th Street
DallasTexas 55555
United States of America
Attn: President
contact@virtualterms.com
Purpose
The parties may exchange confidential information with each other in connection with a potential business transaction.
Key Terms
Effective Date: September 29, 2022
Term: The NDA will last 1 year from the effective date.
Renewal: This NDA will renew monthly thereafter.
Termination Without Cause: Either party can terminate for any reason on 30 days notice.
Disclosing Party: Both parties will be disclosing Confidential Information.
Confidential Information: All Confidential Information disclosed in connection with the Purpose.
Governing Law: Texas law will govern the agreement.
Venue: Venue for legal disputes will be in the appropriate State or Federal court for Dallas, Texas.
Attorney’s Fees: Each party pays its own legal fees in connection with any legal action.
Additional Terms: N/A
Your agreement also includes the: Non-Disclosure Agreement Standard Terms, Version 1.1, December 1, 2021, from VirtualTerms.com.
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Non-Disclosure Agreement (NDA)
(aka Confidentiality Agreement)
Standard Terms
Version 1.1 December 1, 2021, © 2021

The following provisions apply to VirtualTerms Agreements incorporating these standard terms. You may, however, change if and how they apply by modifying them in the Key Terms section of your agreement and those changes will supersede these standard terms.

Term
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The following Term provisions govern how long your agreement will run and how it may be renewed or terminated for any VirtualTerms Agreement incorporating the provision.
Term – How long is the agreement?
Renewal – Does the agreement renew?
Termination Without Cause – Can a party terminate the agreement early?
Confidentiality
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The following Confidentiality provisions govern the disclosure and receipt of Confidential Information under all VirtualTerms Agreements by default.
Disclosing/Receiving Party – Who is the Disclosing Party and the Receiving Party?
Confidentiality Obligations – What are my key confidentiality obligations?
Affiliates/Representatives – How are my Affiliates and Representatives handled?
Exceptions – Are there exceptions to the confidentiality obligations?
Expiration/Termination – What happens upon expiration or termination?
Representations – What does the Disclosing Party represent about the Confidential Information?
Remedies for Breach – What may happen if there is a breach?
Other Agreements – How do these confidentiality provisions affect other agreements?
Disputes
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The following Disputes provisions govern disputes between the parties regarding any VirtualTerms Agreement that incorporates the provision.
Governing Law – What law governs the agreement?
Venue – Where must legal actions be brought?
Attorney’s Fees – Who pays for attorney’s fees and costs in a dispute?
Miscellaneous
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The following "Miscellaneous" provisions apply to all VirtualTerms Agreements by default.
Entire Agreement – What does the agreement encompass?
Execution – How do you sign and execute the agreement?
Electronic Execution – Can the agreement be executed electronically?
Beneficiaries – Who is bound by and is a beneficiary of the agreement?
Proper Authorization
Relationship of the Parties – What is the nature of the relationship of the parties?
Expenses - Who is responsible for expenses?
Amendment - How do we amend the agreement?
Waiver - How can a provision be waived?
Non-Exclusive Remedies – May I exercise only one remedy?
Drafter – Will the agreement be construed against the drafting party?
Headings – Do headings affect meaning?
Notices - How must you send notices regarding the agreement?
Unenforceable Provisions - What happens if a provision is found unenforceable?
Survival of Provisions - Do certain provisions survive the end of the agreement?
Definitions
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When used in any VirtualTerms Agreement, the following terms have the meaning set forth below.
Affiliate
Agreement (or "this agreement", "the agreement" or "your agreement")
Business Day
Confidential Information
Disclosing Party
Including (or "includes" or "include")
Law
Receiving Party
Representatives
VirtualTerms Agreement
You
Please note: Definitions of singular terms apply to those same terms in the plural, unless expressly specified or reasonably apparent.