This Non-Disclosure Agreement (the “Agreement”) is entered into between our company (referred to as the “Disclosing Party”) and the recipient (referred to as the “Receiving Party”) for the purpose of protecting the confidential information exchanged between both parties.

1. Definition of Confidential Information a. “Confidential Information” refers to any non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or reasonably understood to be confidential given the nature of the information and the circumstances of its disclosure.
2. Obligations of the Receiving Party a. The Receiving Party agrees to: i. Maintain the confidentiality of the Disclosing Party’s Confidential Information and protect it with the same degree of care as it would protect its own confidential information. ii. Use the Confidential Information solely for the purpose of [specific purpose, e.g., evaluating potential business collaboration] and not disclose it to any third party without the prior written consent of the Disclosing Party. iii. Limit access to the Confidential Information to employees or authorized individuals who have a legitimate need to know the information for the specified purpose and ensure they are bound by similar confidentiality obligations.
3. Exclusions from Confidentiality a. The obligations of confidentiality under this Agreement shall not apply to any information that: i. Is already in the public domain at the time of disclosure or becomes part of the public domain through no fault of the Receiving Party. ii. Is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality. iii. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.
4. Term and Termination a. This Agreement shall remain in effect for [duration, e.g., two years] from the date of signing, unless terminated earlier by either party with written notice. b. Upon termination, the Receiving Party shall return or destroy all copies of the Confidential Information and provide written certification of such destruction to the Disclosing Party.
5. Remedies a. The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available under applicable law.
6. Governing Law and Jurisdiction a. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

By signing below, the parties acknowledge their understanding and agreement to the terms and conditions of this Non-Disclosure Agreement.