Template for Terms of Access

Get a sample template for Terms of Access (also known as a Non-Disclosure Agreement or NDA) here.

Charmaine Ng avatar
Written by Charmaine Ng
Updated over a week ago

Here's a sample template that admins can use for Terms of Access. Please remember to edit accordingly.

This agreement ("Agreement") governs the disclosure of information in this data room to you for the purpose of pursuing a business opportunity or relationship ("Purpose") with [*** INSERT YOUR FULL COMPANY LEGAL NAME HERE ***] ("Company," "we" or "us"). This Agreement shall be governed by the laws of the [*** INSERT PREFERRED LOCATION HERE ***] without giving effect to its provisions regarding conflict of laws.

All information contained in this data room is confidential ("Confidential Information").

By clicking "agree" you acknowledge and agree to hold in strict confidence and not disclose to any third party any Confidential Information except as approved in writing in advance by Company, and will use the Confidential Information for no purpose other than the Purpose.  

You will take normal and reasonable precautions to protect the Confidential Information so that you do not divulge Confidential Information to any third party. Upon the Company's request at any time, you shall promptly destroy or return all Confidential Information, including all copies thereof. If any notes, analyses, compilations, studies, interpretations, documents or records prepared by you contain any such Confidential Information, all such Confidential Information will be and remain our property.  

The term Confidential Information shall not include information which is or becomes generally available to the public other than as a result of an unauthorized disclosure by you.  

You agree that any breach or threatened breach of this Agreement may cause irreparable harm to us, for which we shall, in addition to any other legal or equitable remedies, be entitled to seek an injunction or similar equitable relief against any such breach or threatened breach.  

If the Confidential Information is protected under the terms of a separate confidentiality agreement between you/your company and us, then this Agreement does not supersede or replace any terms of such confidentiality agreement.

Learn how to enable Terms Of Access feature for Data Rooms

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