What is a Non Disclosure Agreement

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

Disclosing Party: [________________________________________________] (“Disclosing Party”), with a principal place of business/residence at [________________________________________________].

Receiving Party: [________________________________________________] (“Receiving Party”), with a principal place of business/residence at [________________________________________________].

The Disclosing Party and Receiving Party may collectively be 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 confidential information, whether oral, written, electronic, or in other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, technical specifications, software, trade secrets, and intellectual property.

3. Obligations of Receiving Party

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose stated above. b) Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. c) Restrict disclosure of the Confidential Information solely to those employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

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 disclosure by the Receiving Party. b) Was within the Receiving Party’s possession prior to disclosure by the Disclosing Party. c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party. d) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5. Term

The obligations of confidentiality under this Agreement shall remain in effect for a period of [____] years from the date of disclosure.

6. Return of Materials

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [____________________]. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [____________________].

8. Miscellaneous

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be modified by a written amendment signed by both Parties.

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

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DISCLOSING PARTY:

Signature: ______________________________________

Name: ______________________________________

Title: ______________________________________

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RECEIVING PARTY:

Signature: ______________________________________

Name: ______________________________________

Title: ______________________________________