Non Disclosure Agreement for Contract Manufacturing

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (CONTRACT MANUFACTURING)

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

DISCLOSING PARTY: [________________________________________________] (“Discloser”), a company organized and existing under the laws of [___________], with its principal place of business at [________________________________________________].

RECEIVING PARTY: [________________________________________________] (“Manufacturer”), a company organized and existing under the laws of [___________], with its principal place of business at [________________________________________________].

(Collectively, the "Parties," and each individually, a "Party.")

1. PURPOSE

The Parties wish to explore a potential business relationship in connection with the manufacturing of [________________________________________________] (the "Project"). In connection with the Project, Discloser may disclose certain confidential and proprietary information to the Manufacturer.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by Discloser to Manufacturer, whether orally, in writing, or by electronic or other means, including but not limited to: product designs, blueprints, schematics, manufacturing processes, specifications, trade secrets, formulas, supplier lists, pricing, and business plans.

3. OBLIGATIONS OF RECEIVING PARTY

Manufacturer agrees to: a) Hold the 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 executing the manufacturing services requested by the Discloser; c) Disclose Confidential Information only to those employees, agents, or consultants who have a specific "need to know" and who are bound by confidentiality obligations no less restrictive than 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; b) Was in Manufacturer’s possession or known by them prior to receipt from the Discloser; c) Is rightfully obtained by Manufacturer from a third party without breach of any confidentiality obligation.

5. COMPELLED DISCLOSURE

If Manufacturer is required by law, regulation, or court order to disclose any Confidential Information, they shall provide Discloser with prompt written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of Discloser or upon the termination of the business relationship, Manufacturer shall promptly return or certify the destruction of all documents and tangible items containing Confidential Information.

7. TERM

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

8. NO LICENSE OR WARRANTY

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

9. 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 [________________________________________________].

10. REMEDIES

Manufacturer acknowledges that a 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.

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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 (MANUFACTURER)

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]