Lma Non Disclosure Agreement Template

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

DISCLOSING PARTY: ________________________________________, with its principal place of business located at ________________________________________________________________ (the "Disclosing Party"),

AND

RECEIVING PARTY: ________________________________________, with its principal place of business located at ________________________________________________________________ (the "Receiving Party").

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

1. PURPOSE

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

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to: trade secrets, business plans, financial data, software, client lists, marketing strategies, technical processes, 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 THE RECEIVING PARTY

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

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 breach of this Agreement 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 gives the Disclosing Party prompt notice of such requirement.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of ______ years. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years following the date of last disclosure.

6. RETURN OF MATERIALS

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

7. GOVERNING LAW AND JURISDICTION

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

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

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

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DISCLOSING PARTY

Signature: ___________________________

Name: _______________________________

Title: ________________________________

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RECEIVING PARTY

Signature: ___________________________

Name: _______________________________

Title: ________________________________