Non Disclosure Agreement Contract Template

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [___________], a [___________] organized under the laws of [___________], with its principal place of business at [___________] ("Discloser"),

AND

Receiving Party: [___________], a [___________] organized under the laws of [___________], with its principal place of business at [___________] ("Recipient").

Discloser and Recipient may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

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

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by Discloser to Recipient, whether orally, in writing, or by inspection of tangible objects, including but not limited to business plans, financial data, software, source code, customer lists, trade secrets, and technical processes. Confidential Information does not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by Recipient; (b) was in Recipient’s possession or known by Recipient prior to receipt from Discloser; or (c) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligation.

3. OBLIGATIONS OF RECIPIENT

Recipient agrees to: (a) Hold all Confidential Information in strict confidence and take reasonable precautions to protect such information; (b) Use the Confidential Information solely for the purpose of evaluating or engaging in the Transaction; (c) Restrict disclosure of Confidential Information to those employees, advisors, or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (d) Not reverse engineer, decompile, or disassemble any software or tangible materials provided hereunder.

4. COMPELLED DISCLOSURE

If Recipient is required by law, regulation, or court order to disclose any Confidential Information, Recipient shall provide Discloser with prompt written notice (where legally permissible) so that Discloser may seek a protective order or other appropriate remedy.

5. TERM AND TERMINATION

The obligations herein shall remain in effect for a period of [___________] years from the Effective Date. Upon written request by Discloser, Recipient shall promptly return or destroy all copies of Confidential Information in its possession.

6. NO LICENSE OR WARRANTY

Nothing in this Agreement grants any license or intellectual property rights to Recipient. All Confidential Information is provided "AS IS," and Discloser makes no warranties, express or implied, regarding the accuracy or completeness thereof.

7. REMEDIES

Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be inadequate, and therefore, Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [___________]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________].

9. 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. This Agreement may not be assigned without the prior written consent of the other Party.

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

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DISCLOSER:

Signature: ___________________________

Name: [___________]

Title: [___________]

RECIPIENT:

Signature: ___________________________

Name: [___________]

Title: [___________]