Non Disclosure Agreement Sample for Due Diligence

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: [________________________________________], with its principal place of business located at [______________________________________________________________________] (“Discloser”); and

RECIPIENT PARTY: [________________________________________], with its principal place of business located at [______________________________________________________________________] (“Recipient”).

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

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1. PURPOSE

The Parties intend to explore a potential business opportunity of mutual interest, specifically regarding [________________________________________________] (the “Transaction”). In connection with the Transaction, Discloser may disclose to Recipient certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public, proprietary, or sensitive information disclosed by Discloser to Recipient, whether orally, in writing, or by electronic or other means, including but not limited to: financial data, business plans, customer lists, intellectual property, technical specifications, trade secrets, and any other data marked as "Confidential" or which, by its nature, would reasonably be understood to be confidential.

3. OBLIGATIONS OF RECIPIENT

Recipient 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 evaluating and executing the Transaction; (c) Disclose the Confidential Information only to its employees, legal counsel, or financial advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; (d) Not reverse engineer, decompile, or disassemble any software or prototypes provided by Discloser.

4. EXCLUSIONS

Confidential Information shall not include information that: (a) Is or becomes generally available to the public other than as a result of a disclosure by Recipient; (b) Was within the Recipient’s possession prior to disclosure by Discloser; (c) Becomes available to Recipient on a non-confidential basis from a source other than Discloser, provided such source is not bound by a confidentiality agreement with Discloser; or (d) Is independently developed by Recipient without the use of the Confidential Information.

5. COMPELLED DISCLOSURE

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

6. TERM

The obligations under this Agreement shall survive for a period of [___] years from the Effective Date, notwithstanding the termination or expiration of discussions regarding the Transaction.

7. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of Discloser or the termination of the Transaction discussions, Recipient shall promptly return or certify the destruction of all documents and physical objects containing Confidential Information, including all copies thereof in its possession or control.

8. GOVERNING LAW AND JURISDICTION

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

9. REMEDIES

Recipient acknowledges that any 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: _______________________________

RECIPIENT PARTY

Signature: __________________________

Name: ______________________________

Title: _______________________________