Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between:

Disclosing Party:
[Full Legal Name of Disclosing Party]
[Address]
[City, State, Zip Code]

Receiving Party:
[Full Legal Name of Receiving Party]
[Address]
[City, State, Zip Code]

Both parties may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of the Disclosing Party, whether or not such information is identified as Confidential Information by the Disclosing Party.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

a. Is or becomes publicly known through no wrongful act of the Receiving Party;

b. Is received from a third party without breach of any obligation of confidentiality;

c. Is independently developed by the Receiving Party without use of Confidential Information of the Disclosing Party; or

d. Is disclosed with the prior written approval of the Disclosing Party.

3. Obligations of Receiving Party

Receiving Party agrees to:

a. Maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care;

b. Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party;

c. Use Confidential Information solely for the purpose of [Purpose of Disclosure]; and

d. Restrict disclosure of Confidential Information to its employees, agents, or contractors on a need-to-know basis and advise those persons of their obligations under this Agreement.

4. Term

The obligations of this Agreement shall remain in effect for a period of [Duration] from the date of disclosure of the Confidential Information.

5. Return of Materials

Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, notes, and other tangible materials representing the Confidential Information and all copies thereof.

6. No License

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

7. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party, for which damages may not be an adequate remedy and agrees that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of the provisions of this Agreement, in addition to all other remedies available at law or in equity.

8. Governing Law

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

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to such subject matter.

10. Amendments

This Agreement may not be amended or modified except by a written agreement signed by both Parties.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

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

Disclosing Party:

Signature
[Printed Name]
[Title]

Receiving Party: