Legal 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 [___________], 20[___] (the "Effective Date"), by and between:

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

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

(Collectively referred to as the "Parties" and individually as a "Party").

1. PURPOSE

The Parties wish to explore a business opportunity of mutual interest relating to [________________________________________________] (the "Purpose"). In connection with the Purpose, 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, that is marked as "Confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, financial data, customer lists, software code, and product specifications.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the Purpose described in Section 1; c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or agents who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein; d) Promptly notify the Disclosing Party of any unauthorized disclosure or use of the Confidential Information.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; d) Is required to be disclosed by law or court order, provided the Receiving Party provides prompt notice to the Disclosing Party to allow them to seek a protective order.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Receiving Party’s obligations regarding the protection of Confidential Information shall survive the termination of this Agreement for a period of [___] years.

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all documents and tangible materials containing Confidential Information, including all copies thereof, and certify such destruction in writing.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________________], without regard to its conflict of law principles.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties. This Agreement shall be binding upon the successors and assigns of the Parties.

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

DISCLOSING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECEIVING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]