Google Non-Disclosure Agreement
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In order to evaluate and possibly enter into a business transaction (the
"Purpose"), Google LLC, for itself and its subsidiaries and
affiliates, and the other party identified below hereby agree:
- The Effective Date of this agreement is the date this agreement is
accepted by the party identified below.
- A party (the "Discloser") may disclose to the other party
(the "Recipient") information pertaining to the Purpose
that the Discloser considers confidential ("Confidential
Information").
- Recipient may use Confidential Information only for the Purpose. Recipient
must use a reasonable degree of care to protect Confidential Information and
to prevent any unauthorized use or disclosure of Confidential Information.
Recipient may share Confidential Information with its employees, directors,
agents or third party contractors who need to know it and if they have
agreed with either party in writing to keep information confidential.
- Confidential Information does not include information that: (a) was known
to Recipient without restriction before receipt from Discloser; (b) is
publicly available through no fault of Recipient; (c) is rightfully received
by Recipient from a third party without a duty of confidentiality; or (d) is
independently developed by Recipient. A party may disclose Confidential
Information when compelled to do so by law if it provides reasonable prior
notice to the other party, unless a court orders that the other party not be
given notice.
- Either party may terminate this agreement with thirty days prior written
notice, but this agreement's provisions will survive as to Confidential
Information that is disclosed before termination.
- Unless the parties otherwise agree in writing, Recipient's duty to protect
Confidential Information expires five years from disclosure.
- This agreement imposes no obligation to proceed with any business
transaction.
- No party acquires any intellectual property rights under this agreement
except the limited rights necessary to use the Confidential Information for
the Purpose.
- This agreement does not create any agency or partnership relationship.
This agreement is not assignable or transferable by either party without the
prior written consent of the other party.
- This agreement is the parties' entire agreement on this topic, superseding
any prior or contemporaneous agreements. Any amendments must be in writing.
The parties may execute this agreement in counterparts, which taken together
will constitute one instrument. Failure to enforce any of provisions of this
agreement will not constitute a waiver.
- This agreement is governed by the laws of the State of California,
excluding its conflict-of-laws principles. The exclusive venue for any
dispute relating to this agreement shall be Santa Clara County,
California.
I have read and agree to the terms of this Agreement. By clicking and accepting
this Agreement, I represent and warrant that I have authority to bind the entity
Commercial NDA to these terms and conditions.
Except as otherwise noted, the content of this page is licensed under the Creative Commons Attribution 4.0 License, and code samples are licensed under the Apache 2.0 License. For details, see the Google Developers Site Policies. Java is a registered trademark of Oracle and/or its affiliates.
Last updated 2025-04-03 UTC.
[null,null,["Last updated 2025-04-03 UTC."],[[["\u003cp\u003eThis agreement allows Google and another party to share confidential information for a specific business purpose.\u003c/p\u003e\n"],["\u003cp\u003eThe receiving party is obligated to protect the confidentiality of the information and limit its use.\u003c/p\u003e\n"],["\u003cp\u003eCertain types of information, such as publicly available or independently developed information, are excluded from confidentiality.\u003c/p\u003e\n"],["\u003cp\u003eThe agreement can be terminated by either party, and confidentiality obligations generally expire after five years.\u003c/p\u003e\n"],["\u003cp\u003eThe agreement doesn't obligate either party to enter into a business transaction and clarifies intellectual property and legal aspects.\u003c/p\u003e\n"]]],[],null,["# Google Non-Disclosure Agreement\n\n\u003cbr /\u003e\n\nIn order to evaluate and possibly enter into a business transaction (the\n\"**Purpose**\"), Google LLC, for itself and its subsidiaries and\naffiliates, and the other party identified below hereby agree:\n\n1. The Effective Date of this agreement is the date this agreement is accepted by the party identified below.\n2. A party (the \"**Discloser** \") may disclose to the other party (the \"**Recipient** \") information pertaining to the Purpose that the Discloser considers confidential (\"**Confidential\n Information**\").\n3. Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential.\n4. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice.\n5. Either party may terminate this agreement with thirty days prior written notice, but this agreement's provisions will survive as to Confidential Information that is disclosed before termination.\n6. Unless the parties otherwise agree in writing, Recipient's duty to protect Confidential Information expires five years from disclosure.\n7. This agreement imposes no obligation to proceed with any business transaction.\n8. No party acquires any intellectual property rights under this agreement except the limited rights necessary to use the Confidential Information for the Purpose.\n9. This agreement does not create any agency or partnership relationship. This agreement is not assignable or transferable by either party without the prior written consent of the other party.\n10. This agreement is the parties' entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. The parties may execute this agreement in counterparts, which taken together will constitute one instrument. Failure to enforce any of provisions of this agreement will not constitute a waiver.\n11. This agreement is governed by the laws of the State of California, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this agreement shall be Santa Clara County, California.\n\nI have read and agree to the terms of this Agreement. By clicking and accepting\nthis Agreement, I represent and warrant that I have authority to bind the entity\nCommercial NDA to these terms and conditions."]]
