Version 2.0.0

- Remove English rule.

- Remove injunction element recitals.

- Extend the survival period for trade secrets.

- Align ragged-right.

- Increase line spacing.

- Reduce horizontal margins on certificate and signature pages.

- Push orphan headings to following pages.

- Remove spaces after headings without paragraphs.

Special Thanks:

- Julie Martin

- Dale Dietrich

files/canting-tribe-nda-2.0.0.md

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+**Standard Form Certificate**
+
+Apart from the purpose and governing law state that I have filled in
+below, I certify that the following proposed terms are exactly the same
+as **The Canting Tribe NDA version 2.0.0 **published at
+<span id="anchor"></span>https://nda.cantingtribe.com.  
+
+
+Signature:
+
+Name:
+
+Date:
+
+E-Mail:
+
+> 
+
+**Purpose**:\[State the purpose for sharing confidential information.\]
+
+**State Law**:\[Name the state whose law will govern the agreement.\]
+
+**The Canting Tribe NDA**
+
+**Version 2.0.0**
+
+The parties agree:
+
+1\.**Mutual Nondisclosure**. “**Disclosing Party**” describes each party
+with respect to Confidential Information it discloses to the other
+party. “**Receiving Party**” describes each party with respect to
+Confidential Information it receives from the other party.
+
+2\.**Purpose**. The parties anticipate disclosure of Confidential
+Information for the purpose on the accompanying standard form
+certificate (the “**Purpose**”).
+
+3\.**Confidential Information**.
+
+> (a)**Categories of Confidential Information**. Subject to *Section
+> 3(b)* (Exclusions from Confidential Information), “**Confidential
+> Information**” means the following kinds of information:
+
+(i)information disclosed by Disclosing Party during the term of this
+agreement that is related to the business of Disclosing Party;
+
+(ii)the fact that the parties are pursuing the Purpose;
+
+(iii)the terms of this agreement;
+
+(iv)the fact that the parties have entered into this agreement; and
+
+(v)other information derived from these kinds of information.
+
+> (b)**Exclusions from Confidential Information**.
+
+(i)**Public Information**. Information that is now public is not
+Confidential Information. Confidential Information that becomes public,
+other than as a result of breach of this agreement, ceases to be
+Confidential Information.
+
+(ii)**Otherwise Acquired Information**. Information that Receiving Party
+receives other than from Disclosing Party is not Confidential
+Information, unless the disclosure breached a confidentiality obligation
+to Disclosing Party that Disclosing Party made known to Receiving Party.
+
+(iii)**Independently Developed Information**. Information Receiving
+Party develops independently is not, or ceases to be, Confidential
+Information of Disclosing Party. Receiving Party shall bear the burden
+of proving independent development using contemporaneous documentary
+evidence.
+
+4\.**Confidentiality Obligations**.
+
+> (a)**Nondisclosure**. Except as described in *Section 4(b)* (Permitted
+> Disclosure), Receiving Party shall not disclose Confidential
+> Information to anyone.
+
+> (b)**Permitted Disclosure**. Receiving Party may disclose Confidential
+> Information to the following personnel:
+
+(i)if Receiving Party is a legal entity, employees, independent
+contractors, officers, directors, and agents of Receiving Party
+(“**Personnel**”) who:
+
+> (A)have a need to know the Confidential Information to advance the
+> Purpose; and
+
+> (B)have entered written confidentiality agreements with Receiving
+> Party that impose confidentiality obligations, affording as much or
+> more protection as those of this agreement, that apply to the
+> Confidential Information; and
+
+(ii)legal and financial advisers providing services to Receiving Party
+under confidentiality obligations imposed either by law or by
+professional rules (“**Advisers**”).
+
+> (c)**Limited Use**. Receiving Party shall use Confidential Information
+> only to advance the Purpose.
+
+> (d)**Security Measures**. Receiving Party shall take measures to
+> secure materials embodying Confidential Information at least as
+> protective as those Receiving Party employs to secure its own
+> Confidential Information, but in any event no less than reasonable
+> measures.
+
+> (e)**Preserve Proprietary Notices**. Receiving Party shall not remove
+> any proprietary notices attached to materials embodying Confidential
+> Information.
+
+> (f)**No Illegal Dealing in Securities**. Receiving Party shall not
+> break securities laws by purchasing, selling, or otherwise dealing in
+> securities of Disclosing Party on the basis of Confidential
+> Information that is material, nonpublic information. Receiving Party
+> shall instruct anyone to whom it discloses Confidential Information
+> that may be material, nonpublic information not to break securities
+> laws by dealing in securities of Disclosing Party.
+
+> (g)**No Reverse Engineering**. Receiving Party shall not reverse
+> engineer any material embodying Confidential Information.
+
+> (h)**Mitigate Legally Required Disclosure**. The following obligations
+> apply when the law requires disclosure of Confidential Information and
+> when Receiving Party reasonably expects that the law may require
+> disclosure of Confidential Information:
+
+(i)<span id="anchor-1"></span>**Give Notice of Required Disclosure**. If
+legally permitted, Receiving Party shall promptly notify Disclosing
+Party of the nature of the requirement and the Confidential Information
+affected. If practical, Receiving Party shall give notice quickly enough
+to afford Disclosing Party practical chance to start a proceeding to
+protect the confidentiality of the Confidential Information. On
+Disclosing Party request, Receiving Party shall cooperate with
+Disclosing Party in any such proceeding by providing reasonable
+assistance.
+
+(ii)**Reimburse Expenses of Cooperation**. Disclosing Party shall
+reimburse Receiving Party's reasonable out-of-pocket expenses of
+cooperating in any proceeding described in *Section 4(h)(i)* (Give
+Notice of Required Disclosure).
+
+> (i)**Give Notice of Leaks**. Receiving Party shall give Disclosing
+> Party notice when Receiving Party becomes aware, suspects, or
+> anticipates that Confidential Information has been or will be
+> disclosed or used in breach of this agreement or other confidentiality
+> agreements with Disclosing Party.
+
+> (j)**Return and Destruction**.
+
+(i)Subject to *Section 4(k)* (Records Policy), when this agreement
+terminates, Receiving Party shall promptly:
+
+> (A)return all materials embodying Confidential Information that
+> Disclosing Party provided with request to return; and
+
+> (B)destroy all parts of other materials that embody Confidential
+> Information.
+
+> (k)**Records Policy**. When this agreement terminates, if Receiving
+> Party has a written records retention policy for the creation and
+> scheduled destruction of archival or backup records, and only
+> specialized personnel can routinely access those records, then
+> Receiving Party may retain materials embodying Confidential
+> Information until destroyed under that policy.
+
+> (l)**Comply with Export Controls**. Both parties shall comply with
+> export and reexport laws with respect to Confidential Information.
+
+> (m)**Compliance and Oversight**.
+
+(i)Receiving Party shall ensure that its Advisers abide by the
+confidentiality obligations of Receiving Party under this agreement. If
+Receiving Party is a legal entity, Receiving Party shall also ensure
+that its Personnel abide by the confidentiality obligations of Receiving
+Party under this agreement. Breach of Receiving Party obligations by
+Receiving Party Personnel or Receiving Party Advisers will be deemed
+breach of this agreement by Receiving Party itself.
+
+(ii)If Receiving Party is a legal entity, Receiving Party shall provide
+Disclosing Party copies of confidentiality agreements with Personnel who
+receive Confidential Information on Disclosing Party request.
+
+5\.**Clarifications**.
+
+> (a)**No Obligation to Disclose**. No terms of this agreement obligate
+> Disclosing Party to disclose any Confidential Information.
+
+> (b)**No Obligation to Do Business**. No terms of this agreement
+> obligate either party to enter any business relationship or agreement,
+> related to the Purpose or otherwise.
+
+> (c)**No License**. No terms of this agreement grant any license for
+> any patent, trademark, copyright, or other intellectual property.
+
+> (d)**No Warranty**. Disclosing Party makes no warranty that
+> Confidential Information will be complete or accurate.
+
+> (e)**Freedom to Operate**. No terms of this agreement prohibit either
+> party from:
+
+(i)competing with the other party;
+
+(ii)entering into any business relationship with any non-party; or
+
+(iii)assigning and reassigning Personnel and Advisers in its sole
+discretion.
+
+6\.**18 U.S.C. 1833(b) Notice**.
+
+> (a)An individual shall not be held criminally or civilly liable under
+> any Federal or State trade secret law for the disclosure of a trade
+> secret that:
+
+(i)is made:
+
+> (A)in confidence to a Federal, State, or local government official,
+> either directly or indirectly, or to an attorney; and
+
+> (B)solely for the purpose of reporting or investigating a suspected
+> violation of law; or
+
+(ii)is made in a complaint or other document filed in a lawsuit or other
+proceeding, if such filing is made under seal.
+
+> (b)An individual who files a lawsuit for retaliation by an employer
+> for reporting a suspected violation of law may disclose the trade
+> secret to the attorney of the individual and use the trade secret
+> information in the court proceeding, if the individual:
+
+(i)files any document containing the trade secret under seal; and
+
+(ii)does not disclose the trade secret, except pursuant to court order.
+
+7\.**Term**.
+
+> (a)**Expiration**. This agreement will terminate automatically on the
+> first anniversary of the date of this agreement.
+
+> (b)**Termination by Notice**. Either party may terminate this
+> agreement early by thirty calendar days' prior written notice to the
+> other party.
+
+> (c)**Survival**. Obligations under *Section 4* (Confidentiality
+> Obligations) for Confidential Information disclosed during the term
+> survive the term of this agreement as follows: 
+
+(i)Obligations for Confidential Information that Receiving Party knew or
+reasonably should have known constituted a trade secret survive as long
+as the Confidential Information remains a trade secret.
+
+(ii)Obligations for other Confidential Information survive for five
+calendar years from the date of termination.
+
+8\.**General Contract Terms**.
+
+> (a)**No Assignment or Delegation**. Neither party may assign any right
+> or delegate any obligation under this agreement without the prior,
+> signed, written consent of the other party. Any attempt to assign or
+> delegate without consent will have no legal effect.
+
+> (b)**Dispute Resolution**. The law of the state on the accompanying
+> standard form certificate will govern all aspects of this agreement.
+> The parties shall bring legal proceedings related to this agreement
+> only in state or federal courts located in that state. The parties
+> consent to the exclusive jurisdiction of those courts and waive any
+> objection that legal proceedings brought there are brought in an
+> inconvenient forum. The parties may enforce judgments of those courts
+> in any appropriate forum.
+
+> (c)**Legal Relationship**. The parties to this agreement remain
+> independent contractors. This agreement does not create any
+> partnership, joint venture, agency, or similar relationship between
+> the parties.
+
+> (d)**Written Amendments and Waivers**. The parties will amend this
+> agreement only by cosigned, written agreement. The parties will waive
+> parts of this agreement, if at all, only by written waiver describing
+> the specific terms waived and in what particular instance, signed by
+> the party waiving.
+
+> (e)**Notices**. The parties shall send every notice, demand, consent,
+> request, or other communication required or allowed by this agreement:
+
+(i)by e-mail to the address the other party provided with their
+signature; or
+
+(ii)by overnight courier, with signature required for delivery, to the
+address the other party provided with their signature.
+
+> Either party may change its e-mail or postal address for later
+> communications by giving notice of a new address.
+
+> (f)**Severability**. If a court decides that any part of this
+> agreement is invalid or unenforceable for any reason but enforcing the
+> rest of the agreement would serve the purpose of protecting
+> Confidential Information to advance the Purpose, then the rest of this
+> agreement will remain in force.
+
+> (g)**No Third-Party Enforcement**. Only the parties may enforce rights
+> under this agreement.
+
+> (h)**Entire Agreement**. The parties intend the terms of this
+> agreement as the final, complete, and only expression of their
+> agreement about protection of Confidential Information exchanged to
+> advance the Purpose.
+
+> (i)**Signature**. A written or electronically signed copy of this
+> agreement delivered by e-mail or other electronic means has the same
+> legal effect as delivering a printed and signed original.
+
+\[Signature page follows.\]
+
+The parties are signing this nondisclosure agreement on the dates by
+their signatures.
+
+**First Party**
+
+> Legal Name:\[Write the legal name of the party proposing the NDA, like
+> “Super Software, Inc.” or “John A. Smith”.\]
+
+> Legal Type:\[Write the company’s jurisdiction and legal form, like
+> “Delaware corporation” or “New York resident” for an individual.\]
+
+Signature:
+
+Name:
+
+> Title:\[Leave blank if the party is an individual.\]
+
+Date:
+
+E-Mail:
+
+**Second Party**
+
+> Legal Name:\[Write the legal name of the party receiving the NDA, like
+> “Quick Welding LLC” or “Jane B. Doe”.\]
+
+> Legal Type:\[Write the company’s jurisdiction and legal form, like
+> “Delaware corporation” or “Texas resident” for an individual.\]
+
+Signature:
+
+Name:
+
+> <span id="anchor-2"></span>Title:\[Leave blank if the party is an
+> individual.\]
+
+Date:
+
+E-Mail: