What is Non Disclosure Agreement

NON-DISCLOSURE AGREEMENT

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

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

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

(Collectively, the "Parties").

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 by inspection of tangible objects, including but not limited to: business plans, customer lists, financial data, product designs, trade secrets, software code, and any other information marked as "Confidential" or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. 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 of [__________________________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; d) Limit access to the Confidential Information to its employees, contractors, or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

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 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; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. TERM

The obligations of confidentiality shall survive for a period of [___________] years from the Effective Date, or until such time as the Confidential Information becomes public knowledge through no fault of the Receiving Party.

5. RETURN OF MATERIALS

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

6. REMEDIES

The Receiving Party acknowledges that any 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 to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

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

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

DISCLOSING PARTY:

Signature: ___________________________ Print Name: [_________________________] Title: [_________________________]

RECEIVING PARTY:

Signature: ___________________________ Print Name: [_________________________] Title: [_________________________]