NDA clauses

THIS NON-DISCLOSURE AGREEMENT is ______________ the National Institute of Standards and Technology (“NIST”), which is the party disclosing certain non-public information, and L2L, which is the party receiving proprietary information (“Recipient”), in order to protect the confidential information which is disclosed to Recipient

by NIST. The parties hereto agree as follows:

• entered into by and between

• celebrated

• done

The non-public information is ______ by L2L at NIST under this Agreement is described as (“_____________ Information”).

• public / Personal

• disclosed / Confidential

• written / Confidential

The __________ Party shall _____ the Information as confidential and shall use the Confidential Information only for the following purpose:

• Disclosing / maintain

• Recipient / disclose

• Recipient / maintain

The Recipient party _____, _____ , ______ or otherwise disclosed the Confidential Information except as necessary for its employees who are entitled to review it under Section 2 above.

• shall hold and maintain

• will distribute, publish, transmit

• shall not distribute, publish, transmit

The Recipient party shall have a duty to ______ all Confidential Information which is disclosed to it, whether disclosed in ______ , ______ or in any other manner, and which is identified as confidential at the time of disclosure.

• prevent / paper / audio

• protect / writing / orally

• cannot protect / write / oral

This Agreement is _____ as of the date of the last signature (“Effective Date”) and shall expire after one (1) year (“Expiration Date”). This Agreement may be ______ immediately by either party upon delivery of written notice of termination to the other party. Such termination

shall not affect Recipient’s duties with respect to Confidential Information ______ prior to termination.

• effective / cancel / maintained

• enforceable / termination / hold

• Effective / terminated / disclosed

This Agreement shall be ______ and _______ in accordance with the laws of the United States.

• governed / construed

• written / interpreted

• created / considered

_________, the parties have caused this Agreement to be executed by their duly authorized representatives as follows:

• IN WITNESS WHEREOF

• WHEREAS

• RESULTS

All ______ between the Parties which the Parties are unable to resolve between themselves, shall be finally settled by _______ consisting of one arbitrator in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC).

• disputes / jury trial

• problems / trial

• disputes / arbitration