Non Disclosure Agreement Template Nda

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [__________________________________________________], located at [__________________________________________________] ("Disclosing Party"), and

Receiving Party: [__________________________________________________], located at [__________________________________________________] ("Receiving Party").

(Collectively, the "Parties").

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest regarding [__________________________________________________] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, including but not limited to: business plans, financial data, customer lists, software code, trade secrets, designs, and marketing strategies, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold the 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 confidential information). b) Use the Confidential Information solely for the purpose of evaluating or engaging in the Purpose. c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or consultants who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those 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 Receiving Party; b) Was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

5. COMPELLED DISCLOSURE

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

6. TERM

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The Receiving Party’s obligations to protect Confidential Information shall survive for a period of [___________] years following the termination of this Agreement.

7. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon termination of the business relationship, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [__________________________________________________]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [__________________________________________________].

9. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECEIVING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]