GENOMA BIOINFORMATICS LLC
NON-DISCLOSURE AGREEMENT (NDA)
Effective Date: [Insert Date]
This Non-Disclosure Agreement (“Agreement”) is entered into by and between:
Genoma Bioinformatics LLC (“Disclosing Party”), located at [Genoma Bioinformatics] and
[Recipient’s Name/Company Name] (“Receiving Party”), located at [Recipient’s Address].
The parties agree as follows:
1. Purpose
The Receiving Party may receive confidential information from the Disclosing Party for the purpose of [Insert Purpose, e.g., “evaluating a potential business relationship” or “performing services as a contractor”] (the “Purpose”).
2. Definition of Confidential Information
“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
- Research data, genomic data, and other omics data.
- Algorithms, software, and technical designs.
- Business plans, financial information, and customer lists.
- Any other information marked or identified as confidential.
3. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Receiving Party.
- Was already known to the Receiving Party prior to disclosure.
- Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
- Is disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality.
4. Obligations of the Receiving Party
The Receiving Party agrees to:
- Use the Confidential Information solely for the Purpose.
- Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
- Not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent.
- Limit access to the Confidential Information to its employees, contractors, or agents who need to know it for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
5. Term
This Agreement remains in effect for a period of [Insert Duration, e.g., “two (2) years”] from the Effective Date, unless otherwise terminated in writing by the Disclosing Party.
6. Return or Destruction of Confidential Information
Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so.
7. Governing Law
This Agreement is governed by the laws of the State of Nebraska, without regard to its conflict of law principles.
8. Miscellaneous
- No License: This Agreement does not grant any rights, by license or otherwise, to use the Confidential Information except as expressly stated.
- Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Confidential Information and supersedes all prior agreements or understandings.
- Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Genoma Bioinformatics LLC
By: ___________________________
Name:
Title: Data Protection Officer
Date: ___________________________
[Recipient’s Name/Company Name]
By: ___________________________
Name: _________________________
Title: _________________________
Date: ___________________________
Genoma Bioinformatics 