Non Disclosure Agreement Template for Software Development

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 [___________] organized and existing under the laws of [___________], with its principal place of business at [___________] ("Discloser"),

AND

RECEIVING PARTY: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business at [___________] ("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 in connection with the development, design, and implementation of software (the "Project"). In connection with this Project, Discloser may disclose to Recipient certain proprietary, technical, and business information that is confidential and/or proprietary.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary information disclosed by Discloser to Recipient, whether orally, in writing, or by electronic or other form, including but not limited to: source code, object code, software architecture, algorithms, database schemas, API specifications, product roadmaps, business plans, financial data, customer lists, and any other technical or business information designated as "Confidential" or which reasonably should be understood to be confidential given the nature of the information.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does 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 in the possession of or known by Recipient prior to receipt from Discloser; (c) is rightfully obtained by Recipient from a third party without breach of any confidentiality obligation; or (d) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information.

4. OBLIGATIONS OF RECEIVING PARTY

Recipient agrees to: (a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own similar information); (b) Use the Confidential Information solely for the purpose of evaluating or performing the Project; (c) Restrict disclosure of such information to its employees, consultants, or agents 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 provided by Discloser.

5. 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.

6. RETURN OF MATERIALS

Upon the written request of Discloser or upon termination of the business relationship, Recipient shall promptly return or certify the destruction of all documents, source code, and other tangible materials containing Confidential Information.

7. REMEDIES

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

8. 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 [___________].

9. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties. No modification or waiver of this Agreement shall be effective unless in writing and signed by both Parties. This Agreement may be executed in counterparts.

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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: [___________]

RECEIVING PARTY

Signature: ___________________________

Name: [___________]

Title: [___________]