This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] ("Effective Date") by and between:

🏢 Disclosing Party: [Disclosing Party's Full Legal Name][Disclosing Party's Address]

🤝 Receiving Party: [Receiving Party's Full Legal Name][Receiving Party's Address]

(collectively, the "Parties").

🎯 Purpose

The Parties desire to share certain confidential information for the purpose of [Briefly describe the purpose for sharing the confidential information, e.g., exploring a potential business collaboration or partnership] (the "Purpose").

📚 Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in oral, written, or electronic form, that is designated as confidential or would reasonably be considered confidential given the nature of the information or the circumstances surrounding its disclosure.

🚫 Confidential Information does not include information that:

  1. Is or becomes publicly available without breach of this Agreement by the Receiving Party;
  2. Was known by the Receiving Party prior to its disclosure by the Disclosing Party;
  3. Is independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information; or
  4. Is rightfully obtained by the Receiving Party from a third party without an obligation of confidentiality.

🤐 Confidentiality Obligations

The Receiving Party agrees to:

  1. Use the Confidential Information solely for the Purpose;
  2. Maintain the confidentiality of the Confidential Information and exercise at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable degree of care;
  3. Limit access to the Confidential Information to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained in this Agreement; and
  4. Promptly notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

⏳ Duration