This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definition of Confidential Information
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
2. Obligations of Receiving Party
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
3. Permitted Disclosures
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
4. Term and Duration
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
5. Return of Materials
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
6. No License or Warranty
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
7. Remedies
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
8. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9. Miscellaneous
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof.
9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.
9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.
9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future.
9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect.
9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
Additional Provisions
Georgia Data Breach Notification and Tax Data Protection
The Receiving Party acknowledges that any Confidential Information includes nonpublic personal information as defined under the Gramm-Leach-Bliley Act and client tax return data governed by the Internal Revenue Code. In the event of a breach or suspected breach involving W-2, 1099, or Social Security data, the Receiving Party must notify the Disclosing Party within the period specified in the form fields above and assist with all notifications required by O.C.G.A. § 10-1-910 et seq. The Receiving Party shall implement and maintain administrative, technical, and physical safeguards consistent with FTC GLBA standards and IRS Publication 4557 to protect against unauthorized access or disclosure. Failure to comply constitutes a material breach and may trigger IRS penalties under Treasury Department Circular 230. This provision is specifically tailored for tax preparation firms operating in Georgia and survives termination of the agreement.
Compliance with Georgia Restrictive Covenants Act and At-Will Employment
This Non-Disclosure Agreement for tax preparation firm in Georgia is intended to be interpreted consistently with the Georgia Restrictive Covenants Act, O.C.G.A. § 13-8-50 et seq., which requires that any restrictions on use or disclosure of confidential information be reasonable in time, geography, and scope. The restrictions contained herein apply only to the extent necessary to protect legitimate business interests such as client relationships and proprietary tax preparation methodologies. Nothing in this Agreement alters the at-will nature of employment under O.C.G.A. § 34-7-1. The Receiving Party warrants that execution of this Agreement is supported by adequate consideration as required by O.C.G.A. § 13-3-40, including continued access to client tax files and compensation. Any non-use obligations shall not exceed the reasonable limits upheld by Georgia courts under the Act.
IRS Circular 230 and PTIN Holder Warranties
Each party represents and warrants that it holds a valid Preparer Tax Identification Number (PTIN) where applicable and will comply with all duties imposed by Treasury Department Circular 230, including the duty to maintain client confidentiality and avoid disreputable conduct. The Receiving Party agrees not to use any disclosed tax return information, estimated tax calculations, or deduction strategies for any purpose other than performing the agreed tax preparation or review services. Violation of these standards may result in referral to the IRS Office of Professional Responsibility and shall entitle the Disclosing Party to all remedies available under federal law and Georgia equity jurisprudence, including specific performance and recovery of attorneys' fees. This clause is incorporated to protect against common liabilities faced by Georgia tax preparation firms.
Return and Destruction of Tax Records
Upon termination of the relationship or at the Disclosing Party's request, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all documents, electronic files, and data containing client tax information, including but not limited to amended returns, depreciation workpapers, and client financial summaries. The Receiving Party shall certify in writing that all copies have been returned or destroyed and that no copies have been retained in any form. This obligation survives any termination and is required to maintain compliance with both IRS record retention guidelines and Georgia's privacy protections under O.C.G.A. § 10-1-910 et seq. Failure to comply may result in presumptive damages equal to the cost of notifying all affected clients plus any regulatory fines imposed.
Additional Details
Specific Types of Client Tax Information to Protect:[client tax data types]
List of Approved Third-Party Vendors or Contractors: [third party vendors]
Data Breach Notification Deadline (Days): [data breach notification period]
Recipient Acknowledges IRS Circular 230 Obligations: Yes
Recipient Confirms GLBA Safeguards for Client Financial Data: Yes
Proprietary Tax Preparation Software or Tools Covered: [proprietary tax software]
Post-Termination Confidentiality Period (Years): [surviving confidentiality years]
List of Authorized Tax Personnel or Subcontractors:[authorized tax personnel]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
Generated by paperforge.dev
Page 1 of 1