# Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date] by and between:
**Disclosing Party:**
[Name]
[Address]
[City, State, Zip Code]
[Email Address]
**Receiving Party:**
[Name]
[Address]
[City, State, Zip Code]
[Email Address]
## 1. Purpose
The purpose of this Agreement is to protect confidential information disclosed between the parties in connection with [specify the purpose, e.g., a business relationship, partnership, etc.].
## 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, including but not limited to:
- Business plans
- Financial information
- Customer lists
- Marketing strategies
- Technical data and know-how
## 3. Obligations of Receiving Party
The Receiving Party agrees to:
- Maintain the confidentiality of the Confidential Information and not disclose it to any third parties without the prior written consent of the Disclosing Party.
- Use the Confidential Information solely for the purpose stated in this Agreement.
- Take all reasonable steps to protect the Confidential Information from unauthorized access or disclosure.
## 4. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly known through no fault of the Receiving Party.
- Is received from a third party without breach of any obligation of confidentiality.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
## 5. Term
This Agreement shall commence on the date first written above and remain in effect for a period of [number] years, unless terminated by either party with [number] 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 embodying Confidential Information.
## 7. No License
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party under any patents, copyrights, or other intellectual property rights of the Disclosing Party.
## 8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
## 9. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
## 10. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
**Disclosing Party:**
____________________________
Signature
____________________________
Name
____________________________
Title
**Receiving Party:**
____________________________
Signature
____________________________
Name
____________________________
Title
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*Note: This template is intended for informational purposes only and does not constitute legal advice. It is advisable to consult with a legal professional for specific agreements and legal needs.*