Non-Disclosure Agreement (NDA) Template

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into on by and between:

Disclosing Party: , located at ("Disclosing Party"); and

Receiving Party: , located at ("Receiving Party").

Each may be referred to as a "Party" and together as the "Parties." Where both Parties share information, each acts as both a Disclosing Party and a Receiving Party.

1. PURPOSE

The Parties wish to explore a potential business relationship (the "Purpose"). In connection with the Purpose, one Party may share certain confidential and proprietary information with the other.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by the Disclosing Party, whether written, oral, visual, or electronic, and whether or not marked as confidential, including but not limited to business plans, customer and supplier lists, pricing, trade secrets, know-how, designs, software, and financial information.

3. EXCLUSIONS

Confidential Information does not include information that:

(a) is or becomes public through no fault of the Receiving Party;

(b) was lawfully known to the Receiving Party before disclosure;

(c) is lawfully received from a third party without a duty of confidentiality; or

(d) is independently developed by the Receiving Party without using the Confidential Information.

4. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

(a) keep the Confidential Information strictly confidential;

(b) use it only for the Purpose;

(c) not disclose it to any third party except as permitted below;

(d) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care); and

(e) notify the Disclosing Party promptly in writing on becoming aware of any unauthorized use or disclosure of the Confidential Information.

5. PERMITTED DISCLOSURE

The Receiving Party may disclose Confidential Information to its employees, advisors, or contractors who need to know it for the Purpose, provided they are bound by confidentiality obligations at least as protective as those in this Agreement. If required by law to disclose, the Receiving Party will, where lawful, give the Disclosing Party prompt notice so it can seek protection.

6. RETURN OR DESTRUCTION

On the Disclosing Party's request or when the Purpose ends, the Receiving Party will promptly return or destroy all Confidential Information and any copies, and confirm this in writing if asked.

7. NO LICENSE OR OWNERSHIP

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or rights in it beyond the limited use stated above.

8. NO WARRANTY

Confidential Information is provided "as is." The Disclosing Party makes no warranty as to its accuracy or completeness and is not liable for the Receiving Party's reliance on it.

9. TERM AND SURVIVAL

This Agreement takes effect on the date above and continues for years. The confidentiality obligations survive termination and continue for as long as the information remains confidential.

10. REMEDIES

The Parties agree that a breach may cause harm that money alone cannot fully remedy. The Disclosing Party is therefore entitled to seek injunctive relief in addition to any other remedies available at law, and the prevailing party is entitled to recover its reasonable attorney's fees and costs, to the extent allowed by law.

11. NO OBLIGATION TO PROCEED

Sharing Confidential Information does not obligate either Party to enter into any further agreement or to pursue the Purpose.

12. ELECTRONIC SIGNATURES AND COUNTERPARTS

This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.

13. GENERAL PROVISIONS

(a) Governing Law. This Agreement is governed by the laws of , and any dispute will be handled by the competent courts of that jurisdiction. This Agreement is binding on the Parties' successors and permitted assigns.

(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.

(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.

(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.

(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.

(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.

(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first written above.