Confidentiality Non Disclosure Agreement Template

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

Disclosing Party: ____________________________________, with a principal place of business located at ________________________________________________________ ("Disclosing Party"),

AND

Receiving Party: ____________________________________, with a principal place of business or residential address located at ________________________________________________________ ("Receiving Party").

(Collectively referred to as the "Parties").

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1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Transaction"). In connection with the Transaction, the Disclosing Party may disclose certain proprietary and confidential information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, including but not limited to: business plans, financial data, customer lists, software, trade secrets, intellectual property, marketing strategies, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the purpose of evaluating or engaging in the Transaction; b) Protect the Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; c) Restrict disclosure of the Confidential Information solely to employees, agents, 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 available 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, it 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 obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years thereafter.

7. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or certify the destruction of all documents and materials containing Confidential Information.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of ____________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in ________________________________________.

9. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments must be made 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: ____________________________________

Name: _______________________________________

Title: ________________________________________

RECEIVING PARTY:

Signature: ____________________________________

Name: _______________________________________

Title: ________________________________________