NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of ____, 20____ (the "Effective Date") by and between:

Disclosing Party: ____, with its principal office at ____ ("Discloser")

Receiving Party: ____, with its principal office at ____ ("Recipient")

(Each referred to individually as a "Party" and collectively as the "Parties")

1. PURPOSE

The Parties wish to explore a potential business relationship in connection with ____ (the "Business Purpose"). In this context, the Discloser may disclose Confidential Information to the Recipient.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means all non-public information disclosed by Discloser to Recipient, whether orally, in writing, or by any other means, including but not limited to:

• Technical information: inventions, know-how, techniques, processes, designs, specifications, computer programs, source code, formulas, research, and development;
• Business information: business plans, marketing strategies, customer lists, financial data, projections, operations, sales information, and market studies;
• Terms of any agreement between the Parties; and
• Any information that is marked as "confidential" or should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Recipient agrees to:

1. Use the Confidential Information solely for the Business Purpose;
2. Maintain the Confidential Information in strict confidence;
3. Not disclose Confidential Information to any third party without prior written consent from the Discloser;
4. Limit access to Confidential Information to its employees, agents, and representatives who:
   • Need to know such information for the Business Purpose; and
   • Are bound by confidentiality obligations no less protective than those in this Agreement;
5. Use the same degree of care to protect the Confidential Information as it would use to protect its own confidential information of similar importance, but in no case less than reasonable care;
6. Notify the Discloser promptly upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with Discloser to help regain possession of the Confidential Information and prevent further unauthorized use.

4. EXCLUSIONS

This Agreement does not impose any obligations with respect to information that:

• Was in Recipient’s possession before receipt from Discloser;
• Is or becomes a matter of public knowledge through no fault of Recipient;
• Is rightfully received by Recipient from a third party without a duty of confidentiality;
• Is independently developed by Recipient without use of Discloser’s Confidential Information;
• Is disclosed by Recipient with Discloser’s prior written approval; or
• Is required to be disclosed by law, court order, or government demand, provided that:
  • Recipient immediately notifies Discloser of such requirement;
  • Recipient discloses only the portion of the Confidential Information legally required; and
  • Recipient uses reasonable efforts to assist Discloser in obtaining a protective order or ensuring confidential treatment of the information.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of years from the Effective Date or until terminated by either Party with thirty (30) days’ written notice. The Recipient’s obligations with respect to Confidential Information shall survive for a period of years after the termination or expiration of this Agreement.

6. RETURN OF MATERIALS

Upon Discloser’s request or upon termination of this Agreement, Recipient shall:

• Promptly return all materials containing Confidential Information to Discloser; or
• Certify in writing that all such materials have been destroyed.

7. NO LICENSE OR WARRANTY

Nothing in this Agreement grants any rights to either Party under any patent, copyright, or other intellectual property right, nor does it grant any rights in or to the other Party’s Confidential Information, except the limited right to use such information for the Business Purpose. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

8. REMEDIES

Recipient acknowledges that a breach of this Agreement may cause irreparable harm to Discloser for which monetary damages may be inadequate. Accordingly, Discloser may seek injunctive relief and any other available remedies at law or in equity in the event of a breach or threatened breach of this Agreement.

9. GENERAL PROVISIONS

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of ___, without regard to its conflicts of law principles.
• Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations.
• Modifications: No modifications or amendments to this Agreement shall be binding unless in writing and signed by both Parties.
• No Assignment: This Agreement may not be assigned by either Party without prior written consent of the other Party.
• Severability: If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible, and the unenforceable provision shall be modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties.

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