NDA Generator

NON-DISCLOSURE AGREEMENT Date: [Date] This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] between [Disclosing Party] ("Disclosing Party") and [Receiving Party] ("Receiving Party"). WHEREAS, The Disclosing Party desires to disclose certain confidential information to the Receiving Party for the purpose of [purpose of disclosure]. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION "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, strategies, and projections - Financial data, pricing, and cost information - Technical data, trade secrets, and know-how - Product and service specifications and designs - Customer lists, supplier lists, and contact information - Software, algorithms, and source code - Marketing plans and research data - Any other information marked as "Confidential" or which reasonably should be understood to be confidential 2. OBLIGATIONS OF RECEIVING PARTY The Receiving Party agrees to: (a) Hold all Confidential Information in strict confidence (b) Not disclose Confidential Information to any third party without prior written consent (c) Use Confidential Information solely for the purpose of [purpose of disclosure] (d) Protect Confidential Information using at least the same degree of care used for its own confidential information (but no less than reasonable care) (e) Limit access to Confidential Information to employees or advisors with a need to know, who are bound by confidentiality obligations at least as protective as this Agreement 3. EXCLUSIONS Confidential Information does not include information that: (a) Is or becomes publicly available through no breach of this Agreement (b) Was rightfully known to the Receiving Party prior to disclosure (c) Is received from a third party without restriction on disclosure (d) Is independently developed by the Receiving Party without use of Confidential Information (e) Is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt written notice to the Disclosing Party) 4. TERM The obligations of confidentiality under this Agreement shall remain in effect 2 years from the date of this Agreement. 5. RETURN OF INFORMATION Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so. 6. NO LICENSE Nothing in this Agreement grants the Receiving Party any license, right, or interest in any intellectual property of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party. 7. REMEDIES The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek equitable relief, including injunction, in addition to all other remedies available at law or in equity. 8. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to conflict of law principles. 9. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. 10. SIGNATURES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. [Disclosing Party] Signature: _______________________ Name: ___________________________ Title: ___________________________ Date: ____________________________ [Receiving Party] Signature: _______________________ Name: ___________________________ Title: ___________________________ Date: ____________________________