Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into on this [Date]

between:

Disclosing Party:

 [Name of Disclosing Party]

 [Address of Disclosing Party]
 [City, State, ZIP Code]
 [Phone Number]
 [Email Address]

Receiving Party:

 [Name of Receiving Party]

 [Address of Receiving Party]
 [City, State, ZIP Code]
 [Phone Number]
 [Email Address]

1. Purpose:

The purpose of this Agreement is to protect the confidential information (as defined
below) that the Disclosing Party may disclose to the Receiving Party for the following
purpose:

[Describe the purpose or reason for sharing confidential information.]

2. Definition of Confidential Information:

"Confidential Information" refers to any information, data, materials, or knowledge,

whether written or oral, that is:

 Marked as confidential or proprietary.

 Disclosed in circumstances where it would be reasonable to assume its
confidential nature.
 Information that, due to its nature, should reasonably be considered confidential.
3. Obligations of the Receiving Party:

The Receiving Party agrees to:

 Keep all Confidential Information strictly confidential and not disclose it to any
third parties without the prior written consent of the Disclosing Party.
 Use the Confidential Information only for the purpose stated in this Agreement.
 Implement and maintain reasonable measures to protect the Confidential
Information from unauthorized disclosure.

4. Exceptions:

The obligations set forth in this Agreement shall not apply to information that:

 Is or becomes publicly available without breach of this Agreement.

 Is lawfully obtained from a third party without any obligation of confidentiality.
 Is independently developed by the Receiving Party without reference to the
Confidential Information.

5. Term:

This Agreement shall commence on the effective date and continue in effect for a
period of [Duration] years from the effective date.

6. Termination:

Either party may terminate this Agreement upon written notice to the other party.
However, the obligations regarding Confidential Information disclosed before the
termination shall continue to apply beyond termination.

7. Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of
[State/Country]. Any disputes arising from this Agreement shall be subject to the
exclusive jurisdiction of the courts located in [City/County, State/Country].

8. Entire Agreement:

This Agreement constitutes the entire understanding between the parties concerning
the subject matter herein and supersedes all prior and contemporaneous agreements
and understandings, whether oral or written.
Signatures:

Disclosing Party: [Signature] [Name of Disclosing Party] [Date]

Receiving Party: [Signature] [Name of Receiving Party] [Date]