NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into as of this day by and between the Disclosing Party and the Receiving Party (collectively, the "Parties").
1. Definition of Confidential Information
Confidential Information means any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, including but not limited to:
* Intellectual property, trade secrets, and proprietary techniques.
* Business plans, financial data, and customer lists.
* Software code, designs, and analytical results.
2. Obligations of the Receiving Party
The Receiving Party shall:
1. Maintain Secrecy: Hold all Confidential Information in strict confidence and take reasonable precautions to prevent unauthorized disclosure.
2. Limited Use: Use the Confidential Information solely for the purpose of evaluating a potential business relationship between the Parties.
3. Non-Disclosure: Not disclose Confidential Information to any third party without prior written consent from the Disclosing Party.
3. Exclusions from Confidential Information
This Agreement does not apply to information that:
* Was in the public domain at the time of disclosure.
* Becomes public knowledge through no fault of the Receiving Party.
* Was rightfully in the possession of the Receiving Party prior to disclosure.
4. Term and Termination
The obligations of confidentiality shall survive for a period of two (2) years from the date of disclosure or until the Confidential Information no longer qualifies as a trade secret.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Disclosing Party is located.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.