# Confidential Disclosure Agreement (CDA)
**This Confidential Disclosure Agreement ("Agreement") is made and entered into as of [Date] (the "Effective Date") by and between:**
**[Disclosing Party Name]**
Address: [Disclosing Party Address]
("Disclosing Party")
and
**[Receiving Party Name]**
Address: [Receiving Party Address]
("Receiving Party")
**Collectively referred to as the "Parties."**
## 1. Purpose
The Parties wish to engage in discussions regarding [brief description of the purpose, e.g., "the potential collaboration on a project" or "business opportunities"] (the “Purpose”), and in connection with these discussions, it may be necessary for the Disclosing Party to disclose certain confidential and proprietary information (the "Confidential Information").
## 2. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, including but not limited to:
- Business plans and strategies
- Financial information
- Research and development
- Trade secrets
- Technical data
- Know-how
- Customer and supplier information
## 3. Obligations of Receiving Party
The Receiving Party agrees to:
1. Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
2. Use the Confidential Information solely for the Purpose and not for any other purposes or for the benefit of any third party.
3. Take all reasonable measures to protect the confidentiality of the Confidential Information, which shall be at least equal to the measures used to protect its own confidential information.
## 4. Exclusions from Confidential Information
Confidential Information does not include information that:
1. Was in the public domain at the time of disclosure or becomes publicly available through no fault of the Receiving Party;
2. Is rightfully received from a third party without any obligation of confidentiality;
3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
4. Is required to be disclosed by law or regulation, provided that the Receiving Party shall give the Disclosing Party prompt written notice of such requirement.
## 5. Term
This Agreement shall commence on the Effective Date and continue for a period of [number of years, e.g., "two (2) years"] unless terminated earlier by either Party with thirty (30) days written notice to the other Party. The obligations of confidentiality shall survive the termination of this Agreement for a period of [number of years, e.g., "three (3) years"].
## 6. No License
Nothing in this Agreement shall be construed as granting any rights or licenses to the Receiving Party under any patent, copyright, or other intellectual property right of the Disclosing Party.
## 7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Choose State], without regard to its conflict of law principles.
## 8. Miscellaneous
1. **Entire Agreement**: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings.
2. **Amendments**: This Agreement may not be amended or modified except in writing signed by both Parties.
3. **Severability**: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
**IN WITNESS WHEREOF**, the undersigned have executed this Confidential Disclosure Agreement as of the Effective Date.
**Disclosing Party**
Signature: __________________________
Name: [Disclosing Party Representative Name]
Title: [Title]
Date: [Date]
**Receiving Party**
Signature: __________________________
Name: [Receiving Party Representative Name]
Title: [Title]
Date: [Date]
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*Note: This template provides a general framework for a Confidential Disclosure Agreement. It is advised to consult with a legal professional for compliance with applicable laws and to tailor the document according to specific needs.*