# Non-Disclosure Agreement (NDA)
**This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between:**
**[Disclosing Party's Name]**
[Disclosing Party's Address]
[City, State, Zip Code]
(hereinafter referred to as "Disclosing Party")
AND
**[Receiving Party's Name]**
[Receiving Party's Address]
[City, State, Zip Code]
(hereinafter referred to as "Receiving Party")
## 1. **Purpose**
The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of [Purpose of Disclosure] (the "Purpose").
## 2. **Definition of Confidential Information**
For purposes of this Agreement, "Confidential Information" means any data, information, or material disclosed, whether orally or in writing, that the Disclosing Party designates as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure.
## 3. **Obligations of Receiving Party**
The Receiving Party agrees to:
- a) Keep the Confidential Information secret and confidential, and shall not disclose it to any third parties without the prior written consent of the Disclosing Party.
- b) Use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.
- c) Take all reasonable measures to protect the confidentiality of the Confidential Information, which shall not be less than the measures it uses to protect its own confidential information.
## 4. **Exclusions from Confidential Information**
Confidential Information does not include information that:
- a) Is or becomes publicly known through no fault of the Receiving Party.
- b) Is disclosed to the Receiving Party by a third party who is not subject to a confidentiality obligation.
- c) Is independently developed by the Receiving Party without access to or use of the Confidential Information.
## 5. **Term**
This Agreement shall commence on the date first written above and shall continue for a period of [Duration, e.g., two years], or until terminated by either party with thirty (30) days written notice to the other party.
## 6. **Return of Materials**
Upon termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.
## 7. **No License**
Nothing in this Agreement shall be construed as granting any rights in or to the Confidential Information, except as expressly set forth herein.
## 8. **Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.
## 9. **Entire Agreement**
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
## 10. **Amendments**
No amendment to this Agreement will be effective unless in writing and signed by both parties.
## 11. **Severability**
If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.
## 12. **Signatures**
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
_____________________________
**[Disclosing Party's Name]**
Title: ______________
Date: ______________
_____________________________
**[Receiving Party's Name]**
Title: ______________
Date: ______________
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*This template is for informational purposes only and does not constitute legal advice. Consult with a qualified attorney to ensure that your legal documents meet your specific needs and comply with applicable laws.*