NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made as of [DATE], between [DISCLOSING PARTY NAME] ("Disclosing Party") and [RECEIVING PARTY NAME] ("Receiving Party").

1. PURPOSE

The Parties wish to explore a potential business relationship and, in connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party, whether in written, oral, electronic, or other form, including but not limited to:

• Business plans, strategies, and financial information
• Customer and supplier lists and data
• Pricing and cost information
• Trade secrets, know-how, and processes
• Software, source code, and technical data
• Product designs and specifications
• Marketing plans and materials

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall:

1. Hold all Confidential Information in strict confidence.
2. Use Confidential Information solely for the purpose of evaluating the proposed business relationship.
3. Not disclose Confidential Information to any third party without prior written consent.
4. Not use Confidential Information for any purpose other than as authorized herein.
5. Protect Confidential Information with at least the same degree of care as it protects its own confidential information (but not less than reasonable care).
6. Limit access to those employees, advisors, or agents who need to know for the authorized purpose.

4. EXCLUSIONS

Confidential Information does not include information that:

1. Is or becomes publicly available through no breach of this Agreement.
2. Was rightfully known to the Receiving Party prior to disclosure.
3. Is rightfully received from a third party without breach of any obligation of confidentiality.
4. Is independently developed by the Receiving Party without use of or reference to Confidential Information.

5. RETURN OR DESTRUCTION

Upon written request from the Disclosing Party, or upon termination of discussions, the Receiving Party shall, within [NUMBER] days:

• Return all Confidential Information in tangible form.
• Destroy all copies and certify such destruction in writing.
• [DELETE / RETURN] information stored electronically.

6. TERM

• This Agreement shall remain in effect for [NUMBER] years from the date of disclosure.
• The obligation of confidentiality shall survive [NUMBER] years beyond termination.

7. REMEDIES

The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to all other remedies available at law.

8. NO LICENSE

Nothing in this Agreement grants any right, title, or interest in Confidential Information, except the limited right to use as specified herein. All Confidential Information remains the property of the Disclosing Party.

9. GENERAL

• Governing Law: [JURISDICTION]
• No Obligation: Nothing herein obligates either Party to enter into any further agreement.
• Assignment: Neither Party may assign this Agreement without consent.
• Amendment: Only in writing, signed by both Parties.

Disclosing Party: ___________________ Date: __________

Receiving Party: ___________________ Date: __________