Visitor Non-Disclosure Agreement (NDA)
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The visitor non-disclosure agreement (NDA) should be used if guests to your company have access to company trade secrets. We’ve removed many of the provisions from other NDAs in order to make this a short, easy-to-understand agreement; one that visitors shouldn’t object to signing. It is recommended to give a copy to the visitor after authorization. The visitor will be forbidden from making any statements to a third (3rd) party about the things he or she witnessed.
Sample
VISITOR NONDISCLOSURE AGREEMENT
Visitor’s Name (Print): ____________________________________
Affiliation: _____________________________________________
Place Visited: ____________________________________
Date(s) Visited: ____________________________________
1. I may be given access to confidential information belonging to (the “Company”) through my relationship with Company or as a result of my access to Company’s premises.
2. I understand and acknowledge that Company’s trade secrets consist of information and materials that are valuable and not generally known by Company’s competitors, including:
(a) Any and all information concerning Company’s current, future or proposed products, including, but not limited to, computer code, drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements and related agreements.
(b) Information and materials relating to Company’s purchasing, accounting, and marketing; including, but not limited to, marketing plans, sales data, unpublished promotional material, cost and pricing information and customer lists.
(c) Information of the type described above which Company obtained from another party and which Company treats as confidential, whether or not owned or developed by Company.
(d) Other: ____________________________________
3. In consideration of being admitted to Company’s facilities, I will hold in the strictest confidence any trade secrets or confidential information that is disclosed to me. I will not remove any document, equipment or other materials from the premises without Company’s written permission. I will not photograph or otherwise record any information to which I may have access during my visit.
4. This Agreement is binding on me, my heirs, executors, administrators and assigns and inures to the benefit of Company, its successors, and assigns.
5. This Agreement constitutes the entire understanding between Company and me with respect to its subject matter. It supersedes all earlier representations and understandings, whether oral or written.
Visitor Signature ____________________________________
Date ____________________________________
How to Write
Introductory Material
Visitor’s Name: Fill in the name of the person who is visiting your company.
Affiliation:
Fill in the name of the company or organization the individual represents.
Place Visited:
Fill in your company’s name and the address of the location visited.
Date Visited:
Fill in the date or dates of the visit.
2. Access to Confidential Information
Fill in your company’s name.
3. Definition of Confidential Information
This clause defines what information the visitor must keep confidential. You have the option of listing any specific items in section 2(d). For more information on trade secrets, click here.
4. The Obligation to Keep Trade Secrets Confidential
This clause spells out the visitor’s confidentiality obligations. There’s nothing to fill in here.
5. Successors
This clause makes the confidentiality obligations binding on the visitor even if the company is sold or goes out of business.
6. Entire Agreement
This clause makes clear that the agreement can’t be changed except by a writing signed by the parties. There’s nothing to fill in here.
7. Signature
Each visitor should sign and date the agreement, preferably before gaining access to trade secrets. For more on who should sign the agreement, click here.
