Non Disclosure Agreement Template for App Development

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

Disclosing Party: __________________________________ (the "Company"), with its principal place of business located at ____________________________________________________________.

Receiving Party: __________________________________ (the "Developer"), with its principal place of business/residence located at ____________________________________________________________.

The Company and the Developer may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

The Parties wish to explore a potential business opportunity in connection with the development of a software application tentatively titled "__________________" (the "Project"). In connection with the Project, the Company may disclose to the Developer certain proprietary, technical, and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public information, technical data, or know-how, including, but not limited to, source code, object code, software architecture, database schemas, API documentation, algorithms, product roadmaps, user interface designs, business plans, financial projections, and customer lists, whether disclosed orally, in writing, or by inspection of tangible objects.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Developer agrees to: a) Hold the Confidential Information in strict confidence and take reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of evaluating or performing work related to the Project; c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Company; d) Restrict access to Confidential Information to those employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

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

5. OWNERSHIP AND RETURN OF MATERIALS

All Confidential Information shall remain the property of the Company. Upon the written request of the Company or the termination of the business relationship, the Developer shall promptly return or certify the destruction of all documents and tangible items containing Confidential Information, including all copies thereof.

6. TERM

The obligations of confidentiality under this Agreement shall survive for a period of ______ (____) years from the date of disclosure of the Confidential Information.

7. REMEDIES

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

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of __________________, without regard to its conflict of laws principles.

9. 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.

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COMPANY (DISCLOSING PARTY)

Signature: __________________________________

Printed Name: __________________________________

Title: __________________________________

Date: __________________________________

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DEVELOPER (RECEIVING PARTY)

Signature: __________________________________

Printed Name: __________________________________

Title: __________________________________

Date: __________________________________