3D Model Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into as of
("Effective Date"), by and between
("Disclosing Party") and
("Receiving Party").
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" includes but is not limited to all 3D models, design files, specifications, documentation, technical data, and related materials disclosed by the Disclosing Party to the Receiving Party, in any form.
2. Obligations of Receiving Party
- Maintain the confidentiality of all Confidential Information.
- Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party.
- Use Confidential Information solely for the purposes permitted by the Disclosing Party.
- Protect Confidential Information with the same degree of care as its own confidential information, but no less than a reasonable degree of care.
3. Exclusions
This Agreement does not apply to information that:
- Is or becomes publicly known through no fault of the Receiving Party;
- Is already known to the Receiving Party prior to disclosure by the Disclosing Party;
- Is rightfully received from a third party without breach of this Agreement;
- Is independently developed by the Receiving Party without reference to the Confidential Information.
4. Term
This Agreement and the Receiving Party’s duty to hold the Confidential Information in confidence will remain in effect for
years from the Effective Date.
5. Return of Materials
All documents and materials containing Confidential Information must be returned or destroyed upon request of the Disclosing Party.
6. Governing Law
This Agreement shall be governed by the laws of
, without regard to its conflict of laws principles.
7. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings relating to the subject matter hereof.
Disclosing Party Signature
Name & Title
Date
Receiving Party Signature
Name & Title
Date