Unilateral Non Disclosure Agreement Template

UNILATERAL NON-DISCLOSURE AGREEMENT

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

DISCLOSING PARTY: [________________________________________________] a [State/Country of Incorporation] [Entity Type, e.g., Corporation/LLC] with its principal place of business located at [________________________________________________] ("Disclosing Party"), and

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

(Collectively, the "Parties," and each individually, a "Party").

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1. PURPOSE

The Disclosing Party may disclose certain proprietary and confidential information to the Receiving Party for the purpose of [________________________________________________] (the "Purpose").

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including, but not limited to, trade secrets, business plans, financial data, product designs, software code, customer lists, and marketing strategies. Confidential Information may be marked as "Confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party 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; c) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, consultants, or advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein; and d) Not reverse engineer, decompile, or disassemble any software or tangible materials provided hereunder.

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 or reference to 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 AND TERMINATION

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The obligations of confidentiality regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

7. RETURN OF MATERIALS

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

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State 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 understanding between the Parties regarding the subject matter hereof. No amendment or modification shall be valid 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: ________________________________