Non Disclosure Agreement Sample Draft

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").

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

---

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or via electronic media, marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information. This includes, but is not limited to: business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and product specifications.

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 Confidential Information to any third party without the express prior written consent of the Disclosing Party; d) Limit access to Confidential Information to those employees or consultants who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those 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.

4. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The obligations regarding Confidential Information shall survive the termination of this Agreement for a period of [___] years.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and tangible items containing Confidential Information and provide written certification of such destruction.

6. REMEDIES

The Receiving Party acknowledges that any 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.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [______________________]. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in [______________________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments must be made 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: [___________________________]