NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between
[Disclosing Party Name], with a place of business at [Disclosing Party Address] ("Disclosing
Party"), and [Receiving Party Name], with a place of business at [Receiving Party Address]
("Receiving Party").
1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information
("Confidential Information") to the Receiving Party for the purpose of evaluating a potential
business relationship.
2. Confidential Information
For the purposes of this Agreement, "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, technical data, financial information, customer lists, and other
proprietary materials.
3. Obligations of Receiving Party
The Receiving Party agrees to: (a) Maintain the confidentiality of the Confidential Information;
(b) Not disclose the Confidential Information to any third party without prior written consent of
the Disclosing Party; (c) Use the Confidential Information solely for the Purpose stated in this
Agreement; (d) Take reasonable precautions to protect the confidentiality of the information.
4. Exclusions from Confidential Information
Confidential Information does not include information that: (a) Is or becomes publicly known
through no breach of this Agreement; (b) Is received from a third party without breach of any
obligation; (c) Is independently developed by the Receiving Party without use of the
Confidential Information.
5. Term
This Agreement shall remain in effect for a period of two (2) years from the date of disclosure or
until terminated by either party with thirty (30) days’ written notice.
6. Return or Destruction of Confidential Information
Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential
Information upon the request of the Disclosing Party.
7. No License
Nothing in this Agreement grants any license or ownership rights to the Receiving Party in the
Confidential Information.
8. No Obligation
Nothing herein obligates either party to proceed with any proposed transaction or relationship.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
[Jurisdiction].
10. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior
negotiations or agreements regarding the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
[Disclosing Party Name] _______________________
[Receiving Party Name] _______________________
