[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-non-disclosure-agreement-prospective-licensee-D799":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"NONDISCLOSURE AGREEMENT FOR PROSPECTIVE LICENSEE This Nondisclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Purpose of Agreement This Agreement is entered into for the purpose of authorizing Customer to receive from Company and evaluate certain proprietary computer software and documentation known as [NAME OR DESCRIBE SOFTWARE], hereafter referred to as \"the Software.\" Nonexclusive License Company hereby grants Customer a nonexclusive license to install the Software on its computer system and use the Software for a period of [NUMBER OF DAYS TO EVALUATE] days from the date of delivery only for the purpose of evaluating the performance of the Software and not for a productive purpose. Customer shall acquire no other intellectual property rights under this Agreement. Software a Trade Secret Customer acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to Customer only for the purposes set forth in this Agreement. Nondisclosure In consideration of the Company's disclosure of the Software to Customer, Customer shall treat the Software with the same degree of care and safeguards that it takes with Customer's own trade secrets, but in no event less than a reasonable degree of care. Customer agrees that it will not, without the Company's prior written consent: Reverse engineer, decompile or disassemble the Software or any portion of it; Copy any portion of the Software; Download the Software in a retrieval system or computer system of any kind except as authorized by this Agreement; or Disclose any portion of the Software to any third party. Customer shall limit use of the Software to those employees, agents and consultants of Customer who are performing the evaluation for Customer. The restrictions and obligations contained in this clause shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Customer, its successors, heirs and assigns. 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LIMITATION TO DESCRIBED PURPOSE The above-described property may be occupied and used by licensee solely for [specify primary purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and continuing until this agreement is terminated as provided in this agreement. PERIODIC PAYMENTS Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this agreement. VARIABLE PAYMENTS In addition to making the payments provided for in Section Three of this agreement, licensee shall make payments based on the extent of utilization of the above-described property. Such payments shall be at the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including [date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover [NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by appropriate statements certified by licensee. TERMINATION Either party may terminate this agreement at any time, without regard to payment periods by giving written notice to the other, specifying the date of termination, such notice to be given not less than [NUMBER] days prior to the date specified in such notice for the date of termination. Should the above-described property, or any essential part of such property, be totally destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the case of partial destruction, this agreement may be terminated by either party by giving written notice to the other, specifying the date of termination, such notice to be given within [NUMBER] days following such partial destruction and not less than [NUMBER] days prior to the termination date specified in such notice.","License Agreement",43,"https://templates.business-in-a-box.com/imgs/1000px/license-agreement-D1180.png","https://templates.business-in-a-box.com/imgs/250px/1180.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1180.xml",{"title":6,"description":6},[94,96],{"label":31,"url":95},"business-legal-agreements",{"label":97,"url":98},"License Agreements","license-agreement","license agreement","/template/license-agreement-D1180",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":115,"url":116},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[111,112],{"label":31,"url":95},{"label":113,"url":114},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[127,128],{"label":31,"url":95},{"label":31,"url":95},"technology transfer agreement","/template/technology-transfer-agreement-D919",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":143,"url":144},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":139,"description":6},"letter of intent_acquisition of business",[141,142],{"label":31,"url":95},{"label":31,"url":95},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":146,"descriptionCustom":6,"label":147,"pages":104,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":156,"url":157},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[154,155],{"label":31,"url":95},{"label":31,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":134,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":170,"url":171},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":166,"description":6},"service agreement",[168,169],{"label":31,"url":95},{"label":31,"url":95},"consulting agreement","/template/consulting-agreement-D12711",false,{"seo":174,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":501,"classification":502},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Non Disclosure Agreement Prospective Licensee Template (Free Word)","Free NDA template for prospective licensees. Protects confidential IP, trade secrets, and proprietary data before licensing negotiations. Free Word and PDF download.","non disclosure agreement prospective licensee template",[179,180,181,182,183,184,185,186],"nda prospective licensee","licensing nda template","non disclosure agreement licensing template","confidentiality agreement prospective licensee","ip licensing nda template","nda template word free","prospective licensee confidentiality agreement","trade secret nda licensing",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":172},"medium",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Non Disclosure Agreement for a Prospective Licensee is a legally binding contract between an IP owner (licensor) and a party evaluating a potential license (prospective licensee) that restricts how disclosed confidential information — trade secrets, proprietary formulas, source code, or product designs — may be used or shared. This free Word download lets you customize the scope, permitted purpose, duration, and remedies, then export as PDF for signature before any licensing conversation begins.\n","Use it before sharing proprietary technology, product specifications, financial data, or trade secrets with any party evaluating a license arrangement — including distributors, manufacturers, joint-venture partners, or potential sub-licensees. Execute it before any substantive disclosure, not after.\n","Definition of confidential information, permitted-use restriction tied to the licensing evaluation, obligations of the prospective licensee, exclusions from confidentiality, term and survival provisions, return or destruction of materials, IP ownership confirmation, remedies for breach, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Inventors and IP owners","Protecting a patented or patent-pending invention before sharing details with potential licensees","persona-startup-founder",{"title":204,"use_case":205,"icon_asset_id":206},"Technology companies","Sharing proprietary source code or API specifications with a prospective software licensee","persona-ceo",{"title":208,"use_case":209,"icon_asset_id":210},"Pharmaceutical and biotech firms","Disclosing formulations or clinical data to a prospective drug licensee under strict confidentiality","persona-operations-director",{"title":212,"use_case":213,"icon_asset_id":214},"Franchise and brand licensors","Revealing operational systems and brand standards to a candidate before franchise or license execution","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Manufacturing and industrial companies","Sharing proprietary production processes or technical drawings with a potential contract manufacturer-licensee","persona-contractor",{"title":220,"use_case":221,"icon_asset_id":222},"Entertainment and media rights holders","Disclosing scripts, formats, or character IP to a prospective content licensee during deal negotiations","persona-freelancer",[224,228,231,235,238,242,246],{"situation":225,"recommended_template":226,"slug":227},"Both parties will share confidential information with each other","Mutual Non Disclosure Agreement","mutual-non-disclosure-agreement-D955",{"situation":229,"recommended_template":66,"slug":230},"One-way disclosure to an employee rather than a licensee","employee-non-disclosure-agreement-D538",{"situation":232,"recommended_template":233,"slug":234},"Disclosing confidential details to a vendor or service provider","Non Disclosure Agreement (Unilateral)","contractor-non-disclosure-agreement-nda-D13825",{"situation":236,"recommended_template":87,"slug":237},"Full licensing arrangement is already agreed and ready to execute","license-agreement-D1180",{"situation":239,"recommended_template":240,"slug":241},"Sharing business information in advance of a potential acquisition","Non Disclosure Agreement for M&A","non-disclosure-agreement-d12692",{"situation":243,"recommended_template":244,"slug":245},"Protecting confidential information shared with a consultant","Consulting Non Disclosure Agreement","consultant-non-disclosure-agreement-D153",{"situation":247,"recommended_template":248,"slug":249},"Covering trade secrets shared with a joint venture partner","Joint Venture Non Disclosure Agreement","joint-venture-agreement-D889",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Confidential Information","Specifically defined information — trade secrets, designs, formulas, financial data, or technical know-how — that the disclosing party designates as protected under the agreement.",{"term":255,"definition":256},"Disclosing Party","The IP owner or licensor who shares confidential information with the prospective licensee for evaluation purposes.",{"term":258,"definition":259},"Receiving Party","The prospective licensee who receives confidential information and assumes obligations to protect and limit its use.",{"term":261,"definition":262},"Permitted Purpose","The narrow, defined reason for which the receiving party may use confidential information — typically limited to evaluating a potential licensing arrangement.",{"term":264,"definition":265},"Trade Secret","Non-public information that derives economic value from its secrecy and is subject to reasonable efforts by its owner to maintain that secrecy.",{"term":267,"definition":268},"Survival Clause","A provision specifying that certain obligations — especially confidentiality — remain enforceable after the agreement's expiration or termination.",{"term":270,"definition":271},"Residuals","General knowledge retained in the unaided memory of employees who reviewed confidential information; some NDAs expressly permit use of residuals, which can significantly weaken protection.",{"term":273,"definition":274},"Return or Destruction Obligation","A clause requiring the receiving party to return all confidential materials or certify their destruction upon request or at the agreement's end.",{"term":276,"definition":277},"Injunctive Relief","A court order compelling or prohibiting specific conduct — typically the primary remedy sought for NDA breach because monetary damages for IP disclosure are often impossible to calculate.",{"term":279,"definition":280},"No License Grant","An express statement that the NDA does not itself convey any rights to the confidential information or underlying IP — the receiving party gets no license merely by signing.",{"term":282,"definition":283},"Exclusions from Confidentiality","Standard carve-outs covering information already public, independently developed by the receiving party, received lawfully from a third party, or required to be disclosed by law or court order.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties and recitals","Identifies the disclosing party (licensor or IP owner) and the receiving party (prospective licensee) by full legal name, and states that the purpose of disclosure is to evaluate a potential licensing arrangement.","This Non Disclosure Agreement ('Agreement') is entered into as of [DATE] by and between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Disclosing Party'), and [PROSPECTIVE LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Receiving Party'), in connection with the Receiving Party's evaluation of a potential license of [DESCRIPTION OF IP] (the 'Purpose').","Using a trade name instead of the registered legal entity name for either party — if enforcement becomes necessary, a mismatch between the agreement and corporate registry records can complicate standing to sue.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Definition of confidential information","Sets out precisely what information is protected — typically all non-public technical, business, and financial information related to the IP, whether disclosed orally, in writing, or by inspection, and how it must be marked or designated.","'Confidential Information' means all non-public information disclosed by the Disclosing Party relating to [IP DESCRIPTION], including technical data, trade secrets, formulas, source code, product designs, financial projections, and customer data, whether disclosed orally, in writing, electronically, or by inspection, and whether or not marked 'Confidential.'","Limiting the definition to written, marked materials only. Oral disclosures and demonstrations — often the most sensitive exchanges in licensing negotiations — are left unprotected unless the definition expressly includes them.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Permitted purpose","Restricts the receiving party's use of confidential information strictly to evaluating whether to enter into a licensing agreement with the disclosing party, and prohibits any other use.","The Receiving Party shall use the Confidential Information solely for the purpose of evaluating a potential licensing arrangement with the Disclosing Party concerning [IP DESCRIPTION] (the 'Purpose') and for no other purpose whatsoever.","Drafting the permitted purpose too broadly — e.g., 'evaluating a business relationship' — which allows the receiving party to argue the information was used for a permissible purpose even if no license was ever pursued.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Obligations of the receiving party","States the receiving party's duties: maintain the confidentiality of disclosed information using at least the same care as for its own confidential information (and no less than reasonable care), limit access to employees with a need to know, and bind those employees to equivalent obligations.","The Receiving Party shall: (a) hold all Confidential Information in strict confidence using no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) limit access to employees, contractors, and advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement.","Omitting the requirement to bind employees and advisors with access to written obligations — if a receiving party's employee independently discloses the information, the licensor has no direct recourse against that individual.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Exclusions from confidentiality","Lists the standard circumstances under which the receiving party's obligations do not apply — information already in the public domain, already known before disclosure, independently developed, or received lawfully from a third party.","The obligations of this Agreement do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is received from a third party not under a confidentiality obligation to the Disclosing Party.","Agreeing to a broad residuals carve-out that exempts anything retained in employees' unaided memory. This clause can render trade-secret protection meaningless for software, formulas, and technical know-how.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"No license grant and IP ownership","Expressly states that signing the NDA does not transfer any rights, title, or license in the confidential information or underlying IP to the receiving party — the disclosing party retains full ownership.","Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information or any underlying intellectual property. All Confidential Information remains the exclusive property of the Disclosing Party. No license, express or implied, is granted by this Agreement.","Omitting this clause entirely and relying on the permitted-purpose restriction alone. Without an express no-license statement, a court applying implied-license doctrine could find that access to information implies a narrow right to use it.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Term and survival","Sets the duration of the agreement — typically one to three years from the date of signing — and specifies that obligations relating to trade secrets survive expiration indefinitely, while other confidentiality obligations survive for a defined period.","This Agreement shall remain in effect for [X] years from the Effective Date, unless earlier terminated by either party on [30] days' written notice. Notwithstanding any expiration or termination, obligations with respect to information constituting a trade secret shall survive indefinitely; all other confidentiality obligations shall survive for [X] years following expiration.","Setting a uniform two-year survival period for all confidential information, including trade secrets. Statutory trade-secret protection can last decades — capping it contractually gives away protection the law would otherwise provide.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Return and destruction of materials","Requires the receiving party to promptly return or certify the destruction of all confidential materials — documents, copies, digital files, and derivative works — upon request or when the Purpose concludes.","Upon request by the Disclosing Party or upon conclusion of the Purpose, the Receiving Party shall promptly: (a) return all Confidential Information in tangible form; or (b) certify in writing the permanent destruction of all such materials and copies, including digital files and notes containing Confidential Information.","Failing to include digital files and derivatives (notes, analyses, and models based on disclosed information) in the return/destruction obligation — physical documents are returned but the receiving party retains detailed spreadsheets built on the licensor's proprietary data.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Compelled disclosure","Addresses what happens if a court or regulator orders the receiving party to disclose the confidential information — requires prompt notice to the disclosing party so it can seek a protective order before disclosure occurs.","If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall: (a) provide prompt prior written notice to the Disclosing Party to allow it to seek a protective order; (b) cooperate with the Disclosing Party in seeking such protection; and (c) disclose only that portion of the Confidential Information legally required.","No compelled-disclosure clause at all, leaving the receiving party free to comply with a subpoena or regulatory request without warning the disclosing party — who loses the opportunity to obtain a protective order.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Remedies and governing law","States that breach will cause irreparable harm entitling the disclosing party to seek injunctive relief without proving monetary damages, and specifies the governing law and venue for disputes.","The Receiving Party acknowledges that breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief without bond. This Agreement is governed by the laws of [STATE/COUNTRY], and any disputes shall be resolved in the courts of [VENUE].","Choosing a governing law that has no connection to where either party operates. Courts in California, for example, may not enforce a choice-of-law clause that attempts to apply a different state's trade-secret law to avoid California's stricter non-compete and IP protections.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify both parties by full legal name","Enter the licensor's registered legal entity name and the prospective licensee's full legal name. Include entity type (LLC, Inc., Ltd.) and state or country of incorporation for both parties.","Cross-check each party's name against its corporate registry filing — a single-word mismatch can complicate enforcement.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the confidential information precisely","Describe the IP or information being protected with enough specificity that a court could determine whether a given item falls within the definition. Include oral disclosures, demonstrations, and derivative works, not just marked written documents.","If the IP includes both patented and unpatented elements, distinguish them — patent applications become public, but surrounding know-how may remain a trade secret.",{"step":347,"title":348,"description":349,"tip":350},3,"State the permitted purpose narrowly","Limit the permitted purpose to evaluating a specific potential licensing arrangement. Name the IP or technology by type. Avoid generic language like 'business purposes' or 'exploring a relationship.'","The narrower the permitted purpose, the easier it is to prove misuse if the prospective licensee uses your information to build a competing product.",{"step":352,"title":353,"description":354,"tip":355},4,"Set the obligations and need-to-know access controls","Specify the standard of care (reasonable care or the same care as the receiving party uses for its own confidential information, whichever is higher), identify permitted recipients (employees, contractors, advisors), and require that those recipients be bound by written obligations.","Add a clause requiring the receiving party to maintain a log of individuals given access — this is rarely resisted and is invaluable if a leak occurs.",{"step":357,"title":358,"description":359,"tip":360},5,"Confirm the no-license grant and IP ownership","Ensure the agreement expressly states that no rights, title, or license in the confidential information or underlying IP are transferred to the prospective licensee by virtue of this NDA.","If a subsequent license is executed, the NDA's no-license clause should be superseded by the license agreement — include a merger or supersession clause to clarify the relationship between the two documents.",{"step":362,"title":363,"description":364,"tip":365},6,"Set the term and survival provisions","Enter the agreement duration (typically one to three years for a licensing evaluation) and ensure trade-secret obligations survive indefinitely while other obligations survive for at least two to five years post-expiration.","For pharmaceutical, biotech, or semiconductor IP, consider extending general confidentiality survival to ten years — standard two-year survival is inadequate for long product cycles.",{"step":367,"title":368,"description":369,"tip":370},7,"Include return/destruction and compelled-disclosure obligations","Specify that all materials — physical and digital, including derivative analyses — must be returned or destroyed on request, and require advance notice to the licensor before any compelled disclosure to regulators or courts.","Request a written certification of destruction rather than relying on verbal confirmation — it creates an audit trail if a dispute arises later.",{"step":372,"title":373,"description":374,"tip":375},8,"Choose governing law and sign before disclosure","Select the governing law of a jurisdiction with robust trade-secret protection relevant to where the disclosing party operates. Both authorized signatories must execute before any confidential information is shared.","Never share a term sheet, technical data room link, or product demo before the signed NDA is in your files — the disclosure itself is the irreversible event.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Sharing information before the NDA is signed","Once confidential information is disclosed, the NDA cannot retroactively protect it unless a prior written NDA is in place. A prospective licensee who receives data before signing has no binding obligation of confidentiality.","Establish a firm rule: no data room access, no technical presentation, and no term sheet until both parties have executed the NDA. Use countersignature confirmation as your trigger.",{"mistake":382,"why_it_matters":383,"fix":384},"Limiting the confidential information definition to marked written documents","Oral presentations, product demonstrations, and facility tours often reveal the most sensitive IP details — excluding them from the definition leaves the most valuable disclosures unprotected.","Define confidential information to include oral, visual, and electronic disclosures regardless of marking, and require the receiving party to treat all information exchanged in the context of the Purpose as confidential.",{"mistake":386,"why_it_matters":387,"fix":388},"Accepting a broad residuals clause","A residuals carve-out allows the receiving party to use anything retained in employees' unaided memories — effectively permitting employees who reviewed your formulas or source code to use that knowledge freely after the NDA ends.","Reject residuals clauses for IP-intensive licensing negotiations. If the counterparty insists, limit residuals to non-technical general business knowledge and expressly exclude trade secrets.",{"mistake":390,"why_it_matters":391,"fix":392},"Using a generic two-year survival period for all confidential information including trade secrets","Trade-secret protection under the Defend Trade Secrets Act (US) and equivalent statutes is indefinite as long as secrecy is maintained. A contractual two-year cap gives away decades of legal protection.","Bifurcate the survival clause: indefinite survival for trade secrets, a defined period (three to five years) for other confidential information. Identify which disclosures constitute trade secrets at the time of disclosure.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting the no-license-grant clause","Without it, a prospective licensee who ultimately decides not to execute a license may argue that access to the IP under the NDA implies a narrow implied license to use what they learned. Courts have occasionally accepted this argument.","Include an explicit no-license-grant provision in every NDA that involves IP disclosure, and have the receiving party acknowledge it separately in the signature block if the stakes are high.",{"mistake":398,"why_it_matters":399,"fix":400},"Choosing a governing law with no connection to the parties or the IP","Courts routinely decline to enforce choice-of-law clauses that have no meaningful relationship to the dispute — particularly in California and the EU — and apply local law instead, which may offer weaker or different protection.","Choose the governing law of the jurisdiction where the disclosing party is incorporated or where the IP is registered and primarily exploited. If parties are in different jurisdictions, take legal advice on the most protective and enforceable choice.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a non disclosure agreement for a prospective licensee?","A non disclosure agreement for a prospective licensee is a legally binding contract that protects confidential information — trade secrets, proprietary technology, formulas, or product designs — shared by an IP owner with a party evaluating a potential license. It restricts the prospective licensee to using the disclosed information only for the purpose of assessing the licensing opportunity, and prohibits further disclosure or independent use. It does not itself grant any license to the underlying IP.\n",{"question":406,"answer":407},"What is the difference between this NDA and a standard mutual NDA?","A standard mutual NDA creates reciprocal confidentiality obligations — both parties disclose and both parties protect. A prospective licensee NDA is typically one-directional: the licensor discloses IP and proprietary details; the prospective licensee receives and protects them. Because the information flow is asymmetric, the obligations and remedies are weighted toward the licensor's protection. Use a mutual NDA only if the prospective licensee will also share its own confidential technology or business data during the evaluation.\n",{"question":409,"answer":410},"When should this NDA be signed?","The NDA must be executed before any confidential information is shared — before sending a data room link, before a technical demonstration, and before sharing product specifications or financial projections. Retroactive NDAs are difficult to enforce and may leave pre-signature disclosures unprotected. Treat the countersigned NDA as the unlock event for any substantive discussion.\n",{"question":412,"answer":413},"Does this NDA grant the prospective licensee any rights to use the IP?","No. A well-drafted prospective licensee NDA expressly states that no license, express or implied, is granted by the agreement. The receiving party may review the confidential information solely to evaluate whether to enter into a license. Actual rights to use the IP are granted only by a separate, fully negotiated license agreement executed after the evaluation concludes.\n",{"question":415,"answer":416},"How long should the NDA last?","Most prospective licensee NDAs run one to three years — long enough to cover the evaluation and negotiation period. However, obligations relating to trade secrets should survive the agreement's expiration indefinitely, because trade- secret protection under statutes like the US Defend Trade Secrets Act does not expire as long as secrecy is maintained. Cap general confidentiality at three to five years post-expiration; leave trade-secret obligations open-ended.\n",{"question":418,"answer":419},"Can a prospective licensee be required to destroy confidential materials after deciding not to proceed?","Yes, and the NDA should specifically require it. The return-or-destruction clause should cover all tangible and digital materials, including copies, notes, analyses, and models derived from the disclosed information. Request a written certification of destruction rather than relying on verbal confirmation. Retaining the certification creates an enforceable record if the prospective licensee later uses the information.\n",{"question":421,"answer":422},"What remedies are available if the prospective licensee breaches the NDA?","The primary remedy for NDA breach involving IP disclosure is injunctive relief — a court order preventing further use or disclosure — because monetary damages are often impossible to quantify once confidential information is out. The NDA should include a clause acknowledging that breach causes irreparable harm and that the disclosing party is entitled to seek emergency injunctive relief without posting bond. Monetary damages, attorney's fees, and disgorgement of profits may also be available depending on jurisdiction and the specific breach.\n",{"question":424,"answer":425},"Is this NDA enforceable if the prospective licensee is in a different country?","Cross-border NDA enforcement is possible but jurisdiction-dependent. Courts in most common-law countries (US, UK, Canada, Australia) will enforce foreign NDAs if the governing-law clause has a reasonable connection to the parties and the dispute. EU courts apply local data-protection and trade-secret laws regardless of contractual choice of law in some cases. For high-value cross-border licensing negotiations, include an international arbitration clause (ICC or WIPO) rather than relying solely on domestic courts.\n",{"question":427,"answer":428},"Does this NDA need to be notarized?","Notarization is not required for a prospective licensee NDA to be legally binding in the US, Canada, the UK, or the EU. Signature by an authorized representative of each entity is sufficient. Electronic signatures are enforceable under the ESIGN Act (US), PIPEDA (Canada), eIDAS (EU), and the Electronic Communications Act (UK) for NDAs of this type.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Pharmaceuticals and Biotech","industry-healthtech","Formulations, clinical trial data, and regulatory dossiers are disclosed under strict NDA before any drug or compound licensing negotiation; survival periods often extend to ten or more years given long product development cycles.",{"industry":435,"icon_asset_id":436,"specifics":437},"Technology and Software","industry-saas","Source code, proprietary algorithms, and API architecture shared with prospective software licensees or OEM partners require a definition of confidential information broad enough to capture oral technical discussions and live demonstrations.",{"industry":439,"icon_asset_id":440,"specifics":441},"Manufacturing and Industrial","industry-manufacturing","Proprietary production processes, technical drawings, and equipment specifications shared with contract manufacturers or component licensees are covered; the NDA typically restricts reverse engineering and competitive use explicitly.",{"industry":443,"icon_asset_id":444,"specifics":445},"Entertainment and Media","industry-marketing","Scripts, character IP, format bibles, and unreleased creative works disclosed to prospective content licensees or distribution partners require clear permitted-purpose restrictions to prevent independent development of similar properties.",[447,450,453,456],{"vs":226,"vs_template_id":448,"summary":449},"mutual-non-disclosure-agreement-D16","A mutual NDA imposes reciprocal confidentiality obligations on both parties, used when both sides share sensitive information. A prospective licensee NDA is primarily one-directional — the licensor discloses IP and the prospective licensee protects it. Use a mutual NDA only if the prospective licensee will also be sharing its own confidential technology or business data during the evaluation period.",{"vs":87,"vs_template_id":451,"summary":452},"license-agreement-D173","A license agreement grants the licensee actual rights to use, commercialize, or sublicense the IP under defined terms and royalty structures. A prospective licensee NDA precedes the license and grants no rights — it only permits the receiving party to evaluate the IP under confidentiality. Execute the NDA first; if negotiations succeed, supersede it with a fully negotiated license agreement.",{"vs":233,"vs_template_id":454,"summary":455},"non-disclosure-agreement-unilateral-D13","A standard unilateral NDA covers one-way disclosure in general business contexts — vendors, consultants, or service providers. A prospective licensee NDA adds IP-specific provisions: a no-license-grant clause, IP ownership confirmation, permitted-purpose tied specifically to licensing evaluation, and typically stronger return-and-destruction obligations. For licensing contexts, the IP-specific version offers materially better protection.",{"vs":457,"vs_template_id":458,"summary":459},"Non Disclosure Agreement for Employees","non-disclosure-agreement-for-employees-D14","An employee NDA is embedded in an employment relationship and covers confidentiality of all business information encountered during employment. A prospective licensee NDA is a standalone commercial agreement between separate legal entities with a narrow, defined purpose and a finite term. Using an employee NDA template for a licensing counterparty creates mismatched obligations and missing IP-specific protections.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Standard one-way IP disclosures in early-stage licensing conversations with domestic counterparties","Free","15–30 minutes",{"best_for":466,"cost":467,"time":468},"Licensing discussions involving patented technology, pharmaceutical data, or cross-border counterparties","$300–$800 for a one-hour IP attorney review","1–3 days",{"best_for":470,"cost":471,"time":472},"High-value technology transfers, pharmaceutical out-licensing to multinational companies, or disclosures requiring multi-jurisdiction enforcement","$1,500–$5,000+","1–2 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","Trade secrets are protected federally under the Defend Trade Secrets Act (DTSA, 2016) and by state law under Uniform Trade Secrets Act statutes adopted in most states. The DTSA allows federal civil claims and emergency ex parte seizure orders. California courts scrutinize NDA scope and may reject overbroad definitions or residuals exclusions. Choose the governing-law state carefully — Delaware and New York are common choices for cross-state licensing transactions.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canada has no federal trade-secrets statute equivalent to the DTSA; protection flows from common-law breach-of-confidence claims and provincial trade-secrets legislation in some provinces. NDA obligations are enforceable but courts apply a reasonableness standard to duration and scope. Quebec contracts should be drafted in French or bilingual form for provincially regulated entities. Electronic signatures are valid under PIPEDA and provincial equivalents.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","The UK Trade Secrets (Enforcement, etc.) Regulations 2018 (implementing the EU Trade Secrets Directive pre-Brexit) provide a statutory framework for trade-secret misappropriation claims. Courts actively enforce prospective licensee NDAs and will grant interim injunctions to prevent disclosure. Post-Brexit, UK courts are no longer bound by CJEU interpretations but the substantive law remains closely aligned. English law is a common and well-regarded governing-law choice for international licensing NDAs.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonized trade-secret protection across member states, requiring parties to take reasonable steps to maintain secrecy. The NDA itself is evidence of those reasonable steps. GDPR applies if confidential information includes personal data — add a data-processing clause or separate DPA if relevant. Post-termination obligations must comply with local employment and competition laws if any employees are involved in the evaluation. WIPO arbitration is a recommended dispute-resolution mechanism for EU cross-border licensing NDAs.",[227,234,237,234,495,496,497,249,498,499,241,500],"intellectual-property-assignment-D5229","technology-transfer-agreement-D919","letter-of-intent_acquisition-of-business-D5197","consulting-agreement-D12711","independent-contractor-agreement-D160","cease-and-desist-letter-D12916",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":95,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":513},"intellectual-property-and-licensing","agreement","general","all-stages",[508,509,510,511,512],"nda","confidentiality","intellectual-property","contract","licensing",0.95,"\u003Ch2>What is a Non Disclosure Agreement for a Prospective Licensee?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Disclosure Agreement for a Prospective Licensee\u003C/strong> is a legally binding contract between an IP owner — the disclosing party — and a third party evaluating a potential license of that IP — the receiving party. It restricts the prospective licensee to using any disclosed confidential information solely for the purpose of assessing the licensing opportunity, prohibits further disclosure to outside parties, and expressly confirms that no rights or license in the underlying intellectual property are conveyed by signing. The agreement covers trade secrets, proprietary formulas, source code, technical drawings, financial projections, and any other non-public information exchanged during licensing negotiations, and it typically survives the expiration of the evaluation period for trade-secret obligations indefinitely.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed NDA in place before licensing discussions begin, every technical presentation, data room disclosure, and product demonstration is an unprotected gift. A prospective licensee who receives detailed IP without a confidentiality obligation faces no legal barrier to using that information to build a competing product, share it with a rival bidder, or simply walk away with your know-how after negotiations collapse. Trade-secret protection requires that you take reasonable steps to maintain secrecy — and an executed NDA is the clearest evidence of those steps. Beyond protection, the agreement establishes the legal basis for emergency injunctive relief if a breach occurs, because monetary damages for IP misappropriation are often incalculable once disclosure has happened. This template gives you a jurisdiction-ready, IP-specific NDA — including a no-license-grant clause, trade-secret survival provisions, and a compelled-disclosure procedure — that you can execute in minutes before any substantive conversation takes place.\u003C/p>\n",1781186034571]