NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is made effective as of [Effective Date], by and between:

Disclosing Party:
[Disclosing Party Name]
[Disclosing Party Address]
Phone: [Phone Number]
Email: [Email Address]

AND

Receiving Party:
[Receiving Party Name]
[Receiving Party Address]
Phone: [Phone Number]
Email: [Email Address]

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1. PURPOSE

The purpose of this Agreement is to protect the confidentiality of certain confidential information that the Disclosing Party intends to share with the Receiving Party, specifically related to [describe the purpose or project]. The Disclosing Party may disclose confidential and proprietary information to the Receiving Party to evaluate, negotiate, or execute a potential business transaction, agreement, or partnership.

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2. DEFINITIONS

2.1 Confidential Information
“Confidential Information” refers to any and all data, information, or materials disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or electronic form, that is identified as confidential or proprietary at the time of disclosure or reasonably understood to be confidential given the nature of the information or the circumstances surrounding its disclosure. This includes, but is not limited to:

• Business plans and strategies
• Financial information
• Customer and supplier lists
• Product designs and prototypes
• Marketing strategies
• Technical data and specifications
• Trade secrets
• Any other non-public information provided by the Disclosing Party

2.2 Exclusions from Confidential Information
Confidential Information does not include information that:

• Was already known by the Receiving Party before disclosure.
• Becomes publicly available without any breach of this Agreement.
• Is lawfully obtained from a third party not under an obligation of confidentiality.
• Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s confidential information.

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3. OBLIGATIONS OF THE RECEIVING PARTY

3.1 Confidentiality
The Receiving Party agrees to:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
• Use the Confidential Information solely for the purpose specified in this Agreement and not for any personal or commercial gain unrelated to that purpose.
• Take all reasonable steps to protect the confidentiality of the Confidential Information, including using the same degree of care as the Receiving Party uses for their own confidential information, but not less than a reasonable standard of care.

3.2 Limitations on Disclosure
The Receiving Party may disclose the Confidential Information to employees, agents, contractors, or affiliates (collectively, “Representatives”) who have a legitimate need to know such information, provided that:

• The Receiving Party informs the Representatives of the confidential nature of the information and ensures that they are bound by confidentiality obligations at least as protective as those outlined in this Agreement.
• The Receiving Party remains liable for any breach of this Agreement by their Representatives.

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4. TERM OF AGREEMENT

4.1 Term
This Agreement shall remain in effect for a period of [X] years from the date of disclosure of the Confidential Information, or until the Confidential Information no longer qualifies as confidential, whichever occurs first. The obligations of confidentiality will survive the termination or expiration of this Agreement.

4.2 Return or Destruction of Confidential Information
Upon the termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party agrees to return or destroy all documents, materials, and other items containing Confidential Information, including any copies, notes, or summaries made by the Receiving Party.

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5. EXCLUSION OF LICENSE

5.1 No License
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to the Confidential Information, except for the limited right to use the information for the specified purpose.

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6. NO OBLIGATION TO ENTER INTO AGREEMENT

6.1 No Binding Agreement
The disclosure of Confidential Information does not obligate either party to enter into any further agreement or business relationship, nor does it create any exclusivity or other obligation on the part of the Disclosing Party or Receiving Party.

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7. LEGAL REMEDIES

7.1 Injunctive Relief
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may not be an adequate remedy. Therefore, the Disclosing Party is entitled to seek injunctive relief, in addition to any other available remedies, to prevent further disclosure or misuse of Confidential Information.

7.2 Indemnification
The Receiving Party agrees to indemnify, defend, and hold the Disclosing Party harmless from any and all claims, damages, losses, or liabilities arising out of a breach of this Agreement, including any third-party claims arising from unauthorized use or disclosure of the Confidential Information.

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8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.

8.2 Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved through mediation. If mediation is unsuccessful, the dispute will be submitted to binding arbitration in accordance with the rules of [Arbitration Organization].

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9. MISCELLANEOUS

9.1 Entire Agreement
This Agreement represents the entire understanding between the parties concerning the subject matter hereof and supersedes any prior oral or written agreements or understandings between the parties.

9.2 Amendments
Any amendments to this Agreement must be made in writing and signed by both parties.

9.3 Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

9.4 Assignment
The Receiving Party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Disclosing Party.

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10. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first written above:

Disclosing Party:
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: _______________________________

Receiving Party:
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: _______________________________