Non Disclosure Agreement for Merger or Acquisition 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:

[________________________________________], a ____________________ organized and existing under the laws of ____________________, with its principal place of business located at ________________________________________ ("Disclosing Party"),

AND

[________________________________________], a ____________________ organized and existing under the laws of ____________________, with its principal place of business located at ________________________________________ ("Receiving Party").

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

1. PURPOSE

The Parties are exploring a potential business transaction involving a merger, acquisition, or strategic business combination between the Parties (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all data, documents, financial records, trade secrets, business plans, intellectual property, customer lists, and any other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, which is marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF 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 of evaluating or pursuing the potential transaction. c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, legal counsel, or financial advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those contained herein. d) Be responsible for any breach of this Agreement by its representatives.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party. b) Was in the Receiving Party’s possession or known by them prior to receipt from the Disclosing Party. c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. d) Is independently developed by the Receiving Party without reference to or use of the Confidential Information.

5. COMPELLED DISCLOSURE

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

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or the termination of discussions regarding the Purpose, the Receiving Party shall promptly return or destroy (and certify such destruction in writing) all copies of Confidential Information in its possession or control.

7. NO LICENSE OR REPRESENTATION

Nothing in this Agreement grants the Receiving Party any license or right to the Confidential Information. The Disclosing Party makes no representation or warranty regarding the accuracy or completeness of the Confidential Information.

8. TERM

This Agreement shall remain in effect for a period of ______ years from the Effective Date, provided that the obligations regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

9. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of ____________________ (State/Country). Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in ________________________________________.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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

DISCLOSING PARTY:

Signature: ________________________________________

Name: ________________________________________

Title: ________________________________________

RECEIVING PARTY:

Signature: ________________________________________

Name: ________________________________________

Title: ________________________________________