Non-disclosure Agreement Example

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: [__________________________________________________], located at [______________________________________________________________________] ("Discloser"), and

Receiving Party: [__________________________________________________], located at [______________________________________________________________________] ("Recipient").

(Collectively, the "Parties," and each, 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, Discloser may disclose to Recipient certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" shall include all data, materials, trade secrets, business plans, financial information, software, designs, and other information disclosed by the Discloser to the Recipient, whether orally, in writing, or electronically, 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.

3. Obligations of Recipient

The Recipient agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the confidentiality of the information with the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care; c) Restrict disclosure of the Confidential Information to those 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 other than as a result of a breach of this Agreement; b) Was in the Recipient’s possession or known by the Recipient prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

5. Term

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Recipient’s obligations of confidentiality shall survive the termination of this Agreement for a period of [___] years following the disclosure of the Confidential Information.

6. Return of Materials

Upon the written request of the Discloser, the Recipient shall promptly return or destroy all documents and other tangible materials containing Confidential Information 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/Jurisdiction of [______________________], without regard to its conflict of law principles.

8. Miscellaneous

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. Any amendments to this Agreement must be in writing and signed by both Parties.

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

DISCLOSING PARTY:

Signature: ___________________________ Print Name: [_________________________] Title: [______________________________]

RECEIVING PARTY:

Signature: ___________________________ Print Name: [_________________________] Title: [______________________________]