Non Disclosure Agreement Nda

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{disclosing_party_name}} (Registration Number: {{disclosing_party_registration_number}}), a company duly incorporated and existing 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_name}} (Registration Number: {{receiving_party_registration_number}}), a company duly incorporated and existing under the laws of {{receiving_party_jurisdiction}}, with its principal place of business at {{receiving_party_address}} (hereinafter referred to as the 'Receiving Party').

(Each a 'Party' and collectively the 'Parties')

1. PURPOSE

The Parties wish to explore a potential business relationship concerning {{purpose_of_disclosure}} (hereinafter referred to as the 'Purpose'). In connection with this 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 or oral, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, including, but not limited to, trade secrets, financial data, business plans, marketing strategies, client lists, technical data, product designs, software, prototypes, inventions, formulas, processes, and any other information designated as confidential or which, by its nature, would reasonably be understood to be confidential. Confidential Information does not include information that:

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

(b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party, without breach of any confidentiality obligation;

(c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;

(d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party hereby undertakes:

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

(b) To use the Confidential Information solely for the Purpose and for no other purpose whatsoever.

(c) To take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, at least to the same extent as it protects its own confidential information of a similar nature.

(d) To restrict access to the Confidential Information to those of its employees, agents, or contractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as stringent as those set forth herein.

4. RETURN OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's written request, or upon termination of the discussions regarding the Purpose, the Receiving Party shall promptly return to the Disclosing Party all original and all copies of any Confidential Information, or, at the Disclosing Party's option, destroy all such Confidential Information and certify such destruction in writing to the Disclosing Party.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_duration}} years, unless earlier terminated by mutual written agreement of the Parties. The obligations of confidentiality hereunder shall survive the termination of this Agreement for a period of {{survival_period}} years.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. The Parties irrevocably submit to the exclusive jurisdiction of the courts of {{choice_of_court_jurisdiction}} for the purpose of settling any dispute arising out of or in connection with this Agreement.

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, between the Parties.

8. AMENDMENTS

No amendment or modification of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both Parties.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

___________________________________

For: {{disclosing_party_name}}

Name: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{disclosing_party_signature_date}}

___________________________________

For: {{receiving_party_name}}

Name: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{receiving_party_signature_date}}