Non Disclosure Agreement Format for Software Company

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of [___________] (the "Effective Date"), by and between:

DISCLOSING PARTY: [________________________________________], a company organized and existing under the laws of [___________], with its principal place of business at [________________________________________] (hereinafter referred to as the "Discloser").

RECEIVING PARTY: [________________________________________], a company organized and existing under the laws of [___________], with its principal place of business at [________________________________________] (hereinafter referred to as the "Recipient").

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

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1. PURPOSE

The Parties wish to explore a potential business opportunity regarding [________________________________________] (the "Purpose"). In connection with the Purpose, the Discloser may disclose to the Recipient certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information, whether oral, written, or electronic, disclosed by the Discloser to the Recipient, including but not limited to: software source code, object code, algorithms, system architecture, API specifications, technical documentation, product roadmaps, business plans, customer lists, financial data, and trade secrets.

3. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the Purpose defined in Section 1; c) Restrict disclosure of the Confidential Information to its employees, consultants, or legal advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein; d) Not reverse engineer, decompile, or disassemble any software provided by the Discloser without prior written consent.

4. EXCLUSIONS

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

5. COMPELLED DISCLOSURE

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

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Discloser or the termination of the business relationship, the Recipient shall promptly return or destroy all copies of the Confidential Information and certify such destruction in writing.

7. TERM

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___________] years.

8. REMEDIES

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

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. ENTIRE AGREEMENT

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

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

DISCLOSING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

RECEIVING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]