What is Included in a Non Disclosure Agreement

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

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

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

(Collectively referred to as the "Parties").

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1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "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 via electronic media, including but not limited to: trade secrets, business plans, financial data, client lists, technical data, software, product designs, marketing strategies, and any other information marked as "Confidential" or which, by its nature, should reasonably be understood to be confidential.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); c) Disclose the Confidential Information only 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.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: a) Is or becomes generally available to the public through no 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 the Disclosing Party’s Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order.

4. TERM AND TERMINATION

The obligations under this Agreement shall commence on the Effective Date and shall continue for a period of [___] years following the date of the last disclosure of Confidential Information, notwithstanding the earlier termination of the business relationship between the Parties.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, or upon the termination of the business relationship, the Receiving Party shall promptly return or destroy all documents, files, and physical materials containing Confidential Information and provide written certification of such destruction.

6. 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 legal or equitable remedies available.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [______________________]. Any disputes arising hereunder shall be resolved in the courts located in [______________________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

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

DISCLOSING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]

RECEIVING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]