Non-disclosure

Agreement
Template

Prepared for Prepared by

[Recipient Name] [Sender Name]

[Company Name] [Company Name]
1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include, but is
not limited to, any information, data, trade secrets, proprietary information, or other
business-related knowledge, whether written, oral, or otherwise, that is disclosed or
made available to the Receiving Party by the Disclosing Party. Confidential Information
does not include information that:

1.1. Is or becomes publicly available without breach of this Agreement by the

Receiving Party;

1.2. Was in the possession of the Receiving Party before receipt from the Disclosing
Party and was not acquired directly or indirectly from the Disclosing Party;

1.3. Is received by the Receiving Party from a third party who is not bound by similar
confidentiality restrictions; or

1.4. Is independently developed by the Receiving Party without use or reference to the
Disclosing Party's Confidential Information.

2. Obligations of Receiving Party

Upon receipt of the Confidential Information:

2.1. The Receiving Party acknowledges and agrees to maintain the Confidential
Information in strict confidence and shall take all reasonable precautions to prevent
unauthorized disclosure or use of the Confidential Information.

2.2. The Receiving Party shall not disclose, reproduce, distribute, or transmit the
Confidential Information in any form to any third party without the prior written
consent of the Disclosing Party.

2.3. The Receiving Party shall not use the Confidential Information for any purpose
other than in connection with the business dealings between the Parties, or as
otherwise explicitly agreed upon in writing.

2.4. The Receiving Party shall limit access to the Confidential Information to its
employees, contractors, or agents who need to know such information for the
purpose of the business dealings between the Parties and who are bound by
confidentiality obligations no less stringent than those set forth herein.

3. Permitted Disclosures

Notwithstanding the foregoing, the Receiving Party may disclose Confidential

Information to the extent required:

3.1. By law, court order, or any government or regulatory authority; provided, however,
that the Receiving Party shall, to the extent legally permissible, notify the Disclosing
Party in advance of such required disclosure and reasonably cooperate at the
Disclosing Party's expense in obtaining a protective order or other appropriate
protective measures;

3.2. To its legal counsel, accountants, or professional advisors who have a need to
know such information and who are bound by professional duty or in writing to
maintain the confidentiality of the disclosed information;

3.3. With the prior written consent of the Disclosing Party.

4. Duration of Confidentiality

The Receiving Party agrees to hold and treat the Confidential Information in
confidence for a period of [Insert Number of Years, e.g., "five (5)"] years from the
Effective Date of this Agreement.

After this period, the Receiving Party shall have no further obligations under this
Agreement regarding the Confidential Information disclosed to it, unless otherwise
agreed upon in writing by both Parties.

However, any Confidential Information which constitutes a trade secret under

applicable law will be protected for as long as such information remains a trade
secret.
5. Return of Confidential Information

Upon the Disclosing Party's written request or upon the termination of the
relationship which necessitated the disclosure of the Confidential Information:

5.1. The Receiving Party shall promptly return to the Disclosing Party all copies,
whether in written, electronic, or other form, of the Disclosing Party's Confidential
Information, or certify in writing to the Disclosing Party that all such copies have been
destroyed; and

5.2. The Receiving Party shall also destroy all summaries, notes, or other documents
prepared by the Receiving Party or its representatives which contain or are derived
from the Confidential Information.

6. No Warranty

The Confidential Information is provided "as is." The Disclosing Party makes no
warranties, express, implied, or otherwise, regarding the accuracy, completeness, or
performance of the Confidential Information, and the Receiving Party acknowledges
that the Disclosing Party shall not be held liable for any errors or omissions in the
Confidential Information or any losses or damages that may arise from its use.

7. Injunctive Relief

The Receiving Party acknowledges and agrees that any breach or threatened breach of
this Agreement may cause irreparable harm to the Disclosing Party, for which
damages might not be an adequate remedy.

Therefore, in addition to any other remedies available at law or in equity, the

Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies
to prevent or restrain such breach without the necessity of posting a bond or other
security.
8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
[Insert Jurisdiction, e.g., "the State of California"], without regard to its conflict of
laws principles.

Any legal action or proceeding arising under or in relation to this Agreement shall be
brought exclusively in the courts located within [Insert specific location, e.g., "Los
Angeles County, California"], and the Parties hereby irrevocably consent to the
personal jurisdiction and venue of these courts.

9. Severability

If any provision of this Agreement is found by a competent court to be unenforceable

or invalid for any reason, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement will otherwise remain in full force and
effect.

The Parties agree to negotiate in good faith to replace any unenforceable provision
with a valid and enforceable provision that achieves, to the maximum extent possible,
the original intentions and economic terms of the unenforceable provision.

10. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the
Parties concerning the subject matter hereof and supersedes all prior negotiations,
understandings, and agreements, whether written or oral, between the Parties with
respect to the subject matter of this Agreement.

No modification, amendment, or waiver of any provision of this Agreement shall be

effective unless in writing and signed by both Parties.

11. Amendment

This Agreement may be amended only by a written instrument duly executed by both
Parties. Any amendments or modifications to this Agreement will be binding upon the
Parties only if set forth in writing and signed by authorized representatives of both
Parties.

12. Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same
instrument. Facsimile or electronic copies of signatures shall be deemed to have the
same legal effect as originals.

13. Signatures

The Parties hereto have executed this Non-Disclosure Agreement as of the Effective
Date.

[NAME OF DISCLOSING PARTY] [NAME OF RECEIVING PARTY]

Signature:_________________________ Signature:_________________________

Date:_____________________________ Date:_____________________________