This Non-Disclosure Agreement (the “Agreement”) is entered into between our company  (“Disclosing Party”) and the undersigned individual or entity (“Receiving Party”) collectively referred to as the “Parties” for the purpose of protecting the confidential information disclosed by the Disclosing Party to the Receiving Party.

1. Definition of Confidential Information: a. “Confidential Information” refers to any non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, including but not limited to trade secrets, business plans, designs, product specifications, pricing information, customer lists, and any other information marked as “Confidential” or disclosed under circumstances that would reasonably indicate its confidential nature.
2. Obligations of the Receiving Party: a. The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the purpose of evaluating or engaging in a business relationship with the Disclosing Party. b. The Receiving Party agrees not to disclose, distribute, reproduce, or otherwise make the Confidential Information available to any third party without the prior written consent of the Disclosing Party, except as required by law. c. The Receiving Party shall take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, employing at least the same degree of care it uses to protect its own confidential information.
3. Exceptions to Confidentiality: a. The obligations of confidentiality shall not apply to information that: i. Is or becomes publicly available through no fault of the Receiving Party; ii. Was already known to the Receiving Party prior to its disclosure by the Disclosing Party; iii. Is independently developed by the Receiving Party without reference to the Confidential Information; iv. Is rightfully obtained by the Receiving Party from a third party without restrictions on disclosure; or v. Is required to be disclosed by law, provided that the Receiving Party provides prompt notice to the Disclosing Party to allow for a protective order or other appropriate remedies.
4. Term and Termination: a. This Agreement shall remain in effect for a period of [insert duration] from the date of signing. b. Either Party may terminate this Agreement at any time by providing written notice to the other Party. The obligations of confidentiality shall survive the termination of this Agreement for a period of [insert duration] from the date of termination.
5. Governing Law and Jurisdiction: a. This Agreement shall be governed by and construed in accordance with the laws of [Your Country/State], without regard to its conflict of laws principles. b. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Your Country/State].

By signing below, the Parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.