NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] (the "Effective Date").

PARTIES

Disclosing Party: [Company/Individual Name]

Address: [Street Address], [City], [State/Province], [Postal Code], [Country]

Email: [Email Address] | Phone: [Phone Number]

(hereinafter referred to as the "Disclosing Party")

Receiving Party: [Company/Individual Name]

Address: [Street Address], [City], [State/Province], [Postal Code], [Country]

Email: [Email Address] | Phone: [Phone Number]

(hereinafter referred to as the "Receiving Party")

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

ARTICLE 1: PURPOSE

The Parties wish to explore a business opportunity of mutual interest (the "Purpose"), which is:

[Brief description of the business purpose or transaction]

In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party. This Agreement sets forth the terms and conditions under which such disclosure will be made and used.

ARTICLE 2: DEFINITION OF CONFIDENTIAL INFORMATION

2.1 "Confidential Information" means any and all information, in any form or medium, disclosed by the Disclosing Party to the Receiving Party, whether before or after the Effective Date, including but not limited to:

Technical data, specifications, designs, drawings, and formulas
Business plans, strategies, financial information, and forecasts
Customer lists, supplier information, and marketing data
Product information, research, and development projects
Software, source code, algorithms, and technology
Trade secrets, know-how, and proprietary processes
Pricing information, costs, and profit margins
Employee information and organizational structure
Any other information marked or designated as "Confidential"

2.2 Confidential Information may be disclosed in written, oral, electronic, visual, or any other form.

2.3 Information disclosed orally shall be considered Confidential Information if the Disclosing Party identifies it as confidential at the time of disclosure and provides written confirmation within [30] days.

ARTICLE 3: EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

3.1 Is or becomes publicly available through no breach of this Agreement by the Receiving Party;

3.2 Was in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by written records;

3.3 Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;

3.4 Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records;

3.5 Is required to be disclosed by law, regulation, court order, or government authority, provided that the Receiving Party provides prompt notice to the Disclosing Party and cooperates in seeking a protective order.

ARTICLE 4: OBLIGATIONS OF RECEIVING PARTY

4.1 Non-Disclosure: The Receiving Party agrees to:

Keep all Confidential Information strictly confidential
Not disclose Confidential Information to any third party without prior written consent
Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care

4.2 Limited Use: The Receiving Party shall use Confidential Information solely for the Purpose and shall not use it for any other purpose without written consent.

4.3 Limited Disclosure: The Receiving Party may disclose Confidential Information only to:

Its employees, officers, directors, and advisors who have a legitimate need to know
Individuals who are bound by confidentiality obligations at least as restrictive as this Agreement

4.4 Responsibility: The Receiving Party shall be responsible for any breach of this Agreement by its employees, officers, directors, or advisors.

4.5 No Copying: The Receiving Party shall not copy, reproduce, or reverse engineer any Confidential Information without prior written consent, except as reasonably necessary for the Purpose.

ARTICLE 5: TERM AND TERMINATION

5.1 Term: This Agreement shall commence on the Effective Date and continue for [Number of Years] years, unless earlier terminated by either Party upon [30] days' written notice.

5.2 Survival: The confidentiality obligations under this Agreement shall survive termination and continue for [Number of Years] years from the date of termination.

5.3 Return of Materials: Upon termination or upon request by the Disclosing Party, the Receiving Party shall:

Promptly return or destroy all Confidential Information in any form
Certify in writing that all such information has been returned or destroyed
Delete all electronic copies and remove Confidential Information from any systems

ARTICLE 6: NO LICENSE OR OWNERSHIP

6.1 No License: Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in the Confidential Information, except the limited right to use it for the Purpose.

6.2 Ownership: All Confidential Information remains the sole property of the Disclosing Party.

6.3 No Obligation to Disclose: The Disclosing Party has no obligation to disclose any particular information and may cease disclosing information at any time.

ARTICLE 7: NO REPRESENTATIONS OR WARRANTIES

7.1 The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability of any Confidential Information.

7.2 The Receiving Party acknowledges that it uses Confidential Information at its own risk and the Disclosing Party shall not be liable for any errors or omissions in the Confidential Information.

ARTICLE 8: NO OBLIGATION TO PROCEED

8.1 This Agreement does not obligate either Party to enter into any further agreement or business relationship.

8.2 Each Party is free to conduct its business in any manner it chooses, subject to the confidentiality obligations herein.

ARTICLE 9: REMEDIES

9.1 Equitable Relief: The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy.

9.2 The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

9.3 Attorney's Fees: In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs.

ARTICLE 10: GENERAL PROVISIONS

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Province/Country], without regard to its conflict of law provisions.

10.2 Jurisdiction: The Parties consent to the exclusive jurisdiction of the courts located in [Jurisdiction] for any disputes arising from this Agreement.

10.3 Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior agreements, whether written or oral.

10.4 Amendments: This Agreement may only be amended by a written document signed by both Parties.

10.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.6 Waiver: No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

10.7 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all assets.

10.8 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10.9 Notices: All notices under this Agreement shall be in writing and sent to the addresses listed above or to such other address as may be designated in writing.

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

DISCLOSING PARTY:

Signature: _________________________________

Name: _____________________________________

Title: _____________________________________

Date: ______________________________________

RECEIVING PARTY:

Signature: _________________________________

Name: _____________________________________

Title: _____________________________________

Date: ______________________________________