Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made and entered into on this ___ day of __________, 20, by and between:

Disclosing Party:
[Name of Disclosing Party]
[Address]

and

Receiving Party:
[Name of Receiving Party]
[Address]

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (“Confidential Information”) relating to its business, products, services, or technology; and
WHEREAS, the Receiving Party agrees to receive and hold such Confidential Information under conditions of confidentiality.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Definition of Confidential Information
   Confidential Information includes all written, electronic, or oral information that the Disclosing Party provides to the Receiving Party, including but not limited to business plans, strategies, financial data, trade secrets, customer lists, and other proprietary data.
2. Obligations of Receiving Party
   The Receiving Party shall:
   • Keep the 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 of [specify the purpose, e.g., evaluation, collaboration, etc.].
   • Take all reasonable measures to protect the confidentiality of the information, at least as stringent as those used to protect its own confidential information.
3. Exclusions from Confidential Information
   Confidential Information does not include information that:
   • Was already known to the Receiving Party prior to disclosure;
   • Becomes publicly available other than through a breach of this Agreement;
   • Is received from a third party without breach of any confidentiality obligation;
   • Is independently developed by the Receiving Party without use of the Confidential Information.
4. Term
   This Agreement shall remain in effect for a period of [number] years from the date of disclosure of the Confidential Information.
5. Return or Destruction of Confidential Information
   Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including copies, in any form.
6. No License
   Nothing in this Agreement grants any rights, by license or otherwise, under any patents, copyrights, or other intellectual property of the Disclosing Party.
7. Governing Law and Jurisdiction
   This Agreement shall be governed by and construed in accordance with the laws of [State/Country]. Any disputes arising shall be subject to the exclusive jurisdiction of the courts located at [Location].
8. Miscellaneous
   
   • This Agreement constitutes the entire understanding between the parties with respect to the subject matter.
   • Any amendments must be in writing and signed by both parties.
   • If any provision is found invalid, the remainder shall remain effective.

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

Disclosing Party:

[Name & Signature]
[Designation]

Receiving Party:

[Name & Signature]
[Designation]