NON-DISCLOSURE AGREEMENT (NDA)

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

DISCLOSING PARTY:
[Name]
[Address]
("Disclosing Party")

AND

RECEIVING PARTY:
[Name]
[Address]
("Receiving Party")

Collectively referred to as the "Parties."

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1. PURPOSE
The Parties wish to explore a business opportunity of mutual interest ("Purpose"). In connection with the Purpose, one Party may disclose confidential information to the other Party. This Agreement sets forth the terms under which such information will be protected.

☐ Mutual NDA (both Parties may disclose information)
☐ One-Way NDA (only [DISCLOSING PARTY NAME] will disclose confidential information)

[Delete whichever does not apply]

2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to:
(a) Business plans, strategies, and financial information;
(b) Customer and vendor lists;
(c) Product designs, specifications, and development plans;
(d) Technical data, source code, and algorithms;
(e) Marketing plans and pricing information;
(f) Any other information that a reasonable person would understand to be confidential.

3. EXCLUSIONS
Confidential Information does not include information that:
(a) Is or becomes publicly known through no fault of the Receiving Party;
(b) Was already in the Receiving Party's possession before disclosure, without restriction;
(c) Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
(d) Is rightfully received from a third party without restriction on disclosure;
(e) Is required to be disclosed by law or court order (provided the Receiving Party gives the Disclosing Party prompt written notice to allow them to seek a protective order).

4. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
(a) Use the Confidential Information solely for the Purpose stated in Section 1;
(b) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care;
(c) Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as this Agreement;
(d) Not reverse engineer, decompile, or disassemble any software or tangible objects embodying the Disclosing Party's Confidential Information.

5. TIME PERIOD
The obligations of this Agreement shall survive for [NUMBERS] years from the Effective Date. For trade secrets, the obligations shall continue for as long as the information remains a trade secret under applicable law.

6. RETURN OF MATERIALS
Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so. The Receiving Party may retain one archival copy for compliance purposes.

7. NO LICENSE OR OBLIGATION
Nothing in this Agreement grants any license or intellectual property rights to the Receiving Party. Neither Party is obligated to proceed with any business transaction as a result of disclosures made under this Agreement.

8. REMEDIES
The Receiving Party acknowledges that monetary damages may be insufficient to remedy a breach of this Agreement, and the Disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies available at law or in equity.

9. GOVERNING LAW
This Agreement is governed by the laws of the State of [STATE]. Any dispute will be resolved in the courts of [COUNTY, STATE].

10. MISCELLANEOUS
This Agreement constitutes the entire understanding between the Parties regarding the subject matter. It may only be amended in writing. If any provision is found unenforceable, the remainder survives.

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

DISCLOSING PARTY:
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: _______________________________

RECEIVING PARTY:
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: _______________________________

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IMPORTANT DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is a starting point for your agreements. You should consult with a licensed attorney in your jurisdiction to ensure this agreement complies with applicable laws and meets your specific needs.
