Non Disclosure Agreement Form Meaning

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 ________________________________________________ ("Disclosing Party"), and

Receiving Party: ________________________________________, located at ________________________________________________ ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" shall include all data, materials, trade secrets, proprietary processes, financial information, client lists, business strategies, and any other information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or via electronic media, that is designated as confidential or which, by its nature, should reasonably be understood to be confidential.

2. Obligations of Receiving Party

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information. b) Use the Confidential Information solely for the purpose of __________________________________________________________________ (the "Purpose"). c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to 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.

3. Exclusions

Confidential Information shall 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 prior to disclosure by the Disclosing Party. c) Is independently developed by the Receiving Party without reference to the Confidential Information. d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order.

4. Term

The obligations of confidentiality under this Agreement shall survive for a period of ______ year(s) from the date of the last disclosure of Confidential Information, or until such time as the information becomes public knowledge through no fault of the Receiving Party.

5. Return of Materials

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, records, and electronic files containing Confidential Information, and certify such destruction in writing.

6. Governing Law and Jurisdiction

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

7. Miscellaneous

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Signature: ___________________________

Name: ______________________________

Title: _______________________________

RECEIVING PARTY

Signature: ___________________________

Name: ______________________________

Title: _______________________________