Vendor Non Disclosure Agreement Template

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

Disclosing Party: [________________________________________________] with its principal place of business at [________________________________________________] ("Discloser"), and

Receiving Party: [________________________________________________] with its principal place of business at [________________________________________________] ("Recipient").

Collectively, the Discloser and Recipient shall be referred to as the "Parties."

1. Purpose

The Parties wish to explore a potential business opportunity of mutual interest in connection with [________________________________________________] (the "Purpose"). In connection with the Purpose, Discloser may disclose to Recipient certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information, whether oral, written, or electronic, disclosed by Discloser to Recipient, including but not limited to: business plans, financial data, customer lists, technical specifications, trade secrets, software, designs, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. Obligations of Recipient

Recipient agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; c) Limit access to Confidential Information to those employees, agents, or contractors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein; and d) Not reproduce, distribute, or otherwise disclose the Confidential Information to any third party without the prior written consent of Discloser.

4. Exclusions

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by Recipient; b) Was in Recipient’s possession 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 the Discloser’s Confidential Information.

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 written request of Discloser or upon termination of the business relationship, Recipient shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing to Discloser.

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

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [________________________________________________].

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 first written above.

DISCLOSER:

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

RECIPIENT:

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