Non Disclosure Agreement Template Professional Services

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: ________________________________________, a [State/Country] [Type of Entity, e.g., Corporation/LLC], having its principal place of business at ________________________________________________ (the "Disclosing Party"),

AND

RECEIVING PARTY: ________________________________________, a [State/Country] [Type of Entity, e.g., Corporation/LLC], having its principal place of business at ________________________________________________ (the "Receiving Party").

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

1. PURPOSE

The Parties wish to explore a potential business opportunity in connection with ________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. 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 by electronic or other form, marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to: financial data, business plans, trade secrets, software code, customer lists, and intellectual property.

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. b) Use the Confidential Information solely for the Purpose stated in Section 1. c) Disclose the Confidential Information only 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 or tangible objects provided by the Disclosing Party.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a 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 or use of the Disclosing Party’s Confidential Information. d) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

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

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

7. RETURN OF MATERIALS

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

8. NO LICENSE

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party.

9. GOVERNING LAW AND JURISDICTION

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 ____________________.

10. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Signature: ____________________________________

Name: _______________________________________

Title: ________________________________________

RECEIVING PARTY

Signature: ____________________________________

Name: _______________________________________

Title: ________________________________________