Non-Disclosure Agreement Between Two Companies

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{Disclosing_Company_Name}}, a company duly incorporated under the laws of {{Disclosing_Company_Jurisdiction}}, with its principal place of business at {{Disclosing_Company_Address}} (hereinafter referred to as the “Disclosing Party”); and

{{Receiving_Company_Name}}, a company duly incorporated under the laws of {{Receiving_Company_Jurisdiction}}, with its principal place of business at {{Receiving_Company_Address}} (hereinafter referred to as the “Receiving Party”).

The Disclosing Party and the Receiving Party may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties wish to explore a potential business relationship concerning {{purpose_of_disclosure}} (the “Permitted Purpose”). In connection with the Permitted Purpose, 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 information, whether written, oral, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, before or after the Effective Date, including, but not limited to, trade secrets, business plans, financial data, marketing strategies, customer lists, technical data, product designs, software, inventions, and any other proprietary information. Confidential Information does not include information that:

(a) is or becomes publicly available through no act or omission of the Receiving Party;

(b) was in the Receiving Party’s lawful possession prior to the time of disclosure by the Disclosing Party;

(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure and without breach of a non-disclosure obligation; or

(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

(a) hold the Confidential Information in strict confidence and take all reasonable steps to protect it from unauthorised disclosure;

(b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) not use the Confidential Information for any purpose other than the Permitted Purpose;

(d) limit access to the Confidential Information to its employees, directors, officers, consultants, and agents who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as strict as those contained herein;

(e) immediately notify the Disclosing Party upon discovery of any unauthorised use or disclosure of Confidential Information.

4. Term

This Agreement shall commence on the Effective Date and remain in effect for a period of {{term_duration}} years from the Effective Date, or until such time as the Parties mutually agree in writing to terminate it. The obligations of confidentiality hereunder shall survive the termination of this Agreement for a period of {{survival_period}} years.

5. Return of Confidential Information

Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party and shall provide written certification of such return or destruction.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}} without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{arbitration_city}}, {{governing_jurisdiction}}.

7. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

{{Disclosing_Company_Name}}

By: ___________________________

Name: {{Disclosing_Signatory_Name}}

Title: {{Disclosing_Signatory_Title}}

Date: {{disclosed_signature_date}}

RECEIVING PARTY:

{{Receiving_Company_Name}}

By: ___________________________

Name: {{Receiving_Signatory_Name}}

Title: {{Receiving_Signatory_Title}}

Date: {{received_signature_date}}