[‭Your Company Name]‬

‭[Your Company Address]‬

‭[City, State, ZIP Code]‬
‭[Date]‬

[‭Counterparty Name]‬
‭[Counterparty Address]‬
‭[City, State, ZIP Code]‬

‭**Non-Disclosure Agreement (NDA) for Software as a Service (SaaS) Startup**‬

‭**1. Introduction**‬

‭ his Non-Disclosure Agreement (the "Agreement") is entered into by and between [Your‬
T
‭Company Name] ("Disclosing Party") and [Counterparty Name] ("Receiving Party") and‬
‭collectively referred to as the "Parties."‬

‭**2. Purpose**‬

‭ he Parties wish to explore discussions and potential collaboration related to [Brief Description‬
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‭of the SaaS Services or Technology] ("Confidential Information"). In connection with this, the‬
‭Parties agree to disclose certain Confidential Information to each other, and this Agreement‬
‭governs the treatment and protection of such Confidential Information.‬

‭**3. Definitions**‬

-‭ "Confidential Information" means any non-public information or data, regardless of the form or‬
‭medium, disclosed by either Party to the other, marked as "Confidential," or disclosed in‬
‭circumstances that a reasonable person would understand to be confidential.‬

‭**4. Non-Disclosure Obligations**‬

‭ . The Receiving Party agrees to treat all Confidential Information provided by the Disclosing‬
a
‭Party with the same degree of care that the Receiving Party uses to protect its own confidential‬
‭information of a similar nature, but in no event less than a reasonable standard of care.‬

‭ . The Receiving Party shall not use the Confidential Information for any purpose other than the‬
b
‭purposes specified under this Agreement.‬

‭ . The Receiving Party shall not disclose, directly or indirectly, the Confidential Information to‬
c
‭any third party, except as required by law or with the prior written consent of the Disclosing‬
‭Party.‬

‭**5. Exceptions**‬
‭The Receiving Party's obligations under this Agreement shall not extend to any information that:‬

‭ . Was known to the Receiving Party prior to the disclosure by the Disclosing Party and was not‬
a
‭subject to an obligation of confidentiality;‬

‭b. Becomes publicly known through no fault of the Receiving Party;‬

‭ . Is rightfully received by the Receiving Party from a third party without an obligation of‬
c
‭confidentiality;‬

‭ . Is independently developed by the Receiving Party without reference to the Confidential‬

d
‭Information.‬

‭**6. Term and Termination**‬

‭ his Agreement shall remain in effect for a period of [Specify Duration, e.g., "two (2) years"]‬
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‭from the Effective Date. Upon termination of this Agreement, each Party shall promptly return or‬
‭destroy all Confidential Information received from the other Party.‬

‭**7. Governing Law and Jurisdiction**‬

‭ his Agreement shall be governed by and construed in accordance with the laws of [Your‬
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‭State/Country]. Any disputes arising under or in connection with this Agreement shall be subject‬
‭to the exclusive jurisdiction of the [Your City/State] courts.‬

‭**8. Entire Agreement**‬

‭ his Agreement contains the entire understanding of the Parties with respect to the subject‬
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‭matter hereof and supersedes all prior and contemporaneous agreements and understandings,‬
‭whether written or oral.‬

‭**9. Execution**‬

‭ his Agreement may be executed in counterparts and delivered by electronic means, each of‬
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‭which shall be considered an original and all of which together shall constitute one and the‬
‭same instrument.‬

*‭ *IN WITNESS WHEREOF**, the Parties have executed this Non-Disclosure Agreement as of‬
‭the date first above written.‬

[‭Your Company Name]‬

‭By: ____________________________‬
‭[Your Name]‬
‭[Title]‬

[‭Counterparty Name]‬
‭By: ____________________________‬
‭[Counterparty Name]‬
‭[Title]‬

‭**Effective Date:** [Date]‬