Non-Disclosure Agreement Prospective Licensee

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Non-Disclosure Agreement Prospective Licensee

Non-Disclosure Agreement Prospective Licensee

{{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 {{date}} (the “Effective Date”), by and between:

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

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

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

1. PURPOSE

The Parties wish to explore a potential business relationship concerning {{purpose_of_disclosure_brief_description}} (the “Potential Transaction”). In connection with this Potential Transaction, 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 or oral, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in connection with the Potential Transaction, including, but not limited to, trade secrets, business plans, financial data, customer lists, technical data, product designs, marketing strategies, intellectual property, and any other information that is marked as confidential or that a reasonable person would understand to be confidential. Confidential Information shall not include information that:

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

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

(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; 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) use the Confidential Information solely for the purpose of evaluating the Potential Transaction;

(b) maintain the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;

(c) take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, which shall be no less than the care it uses to protect its own confidential information;

(d) limit access to the Confidential Information to its employees, directors, officers, agents, and professional advisors who have a need to know such information for the purpose of carrying out the Potential Transaction and who are bound by confidentiality obligations no less restrictive than those contained herein.

4. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the written request of the Disclosing Party, or upon termination of the discussions regarding the Potential Transaction, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party, and shall certify in writing to the Disclosing Party that such return or destruction has been completed.

5. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_duration_years}} ({{term_duration_words}}) years from the Effective Date, unless terminated earlier by mutual written agreement of the Parties.

6. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_city}}, {{jurisdiction_country}}.

8. ENTIRE AGREEMENT

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

SIGNATURES

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

DISCLOSING PARTY:

By: ___________________________

Name: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{signature_date}}

RECEIVING PARTY:

By: ___________________________

Name: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{signature_date}}