Best Non Disclosure Agreement Template

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this [___] day of [___________], [____] (the "Effective Date"), by and between:

Disclosing Party: [________________________________________________] (“Disclosing Party”), with its principal place of business located at [________________________________________________], and

Receiving Party: [________________________________________________] (“Receiving Party”), with its principal place of business located at [________________________________________________].

(Collectively, the "Parties," and each individually, a "Party").

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1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain information that is confidential, proprietary, or trade secret in nature.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, that is designated as "confidential" or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, customer lists, financial data, product designs, software code, and marketing strategies.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take reasonable precautions to protect such information; b) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) Use the Confidential Information solely for the Purpose stated in this Agreement; d) Restrict access to the Confidential Information to those of its employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by the Receiving Party prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Receiving Party's obligations of confidentiality shall survive the termination of this Agreement for a period of [___] years following the date of disclosure.

7. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [____________________]. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [____________________].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Signature: ___________________________

Print Name: ___________________________

Title: ___________________________

RECEIVING PARTY

Signature: ___________________________

Print Name: ___________________________

Title: ___________________________