Non-Disclosure Agreement (NDA)

Between [Disclosing Party's Name], hereinafter referred to as the "Disclosing Party," and [Receiving
Party's Name], hereinafter referred to as the "Receiving Party."
Effective Date: [Date]
1. Confidential Information
1.1 The Disclosing Party may disclose certain confidential information to the Receiving Party in
connection with [describe the purpose of the disclosure, e.g., discussions, negotiations, employment,
or a specific project].
1.2 "Confidential Information" refers to any information, data, or materials disclosed by the
Disclosing Party that is not publicly available, including but not limited to:
● [List specific types of confidential information, e.g., trade secrets, financial information,
business plans, customer lists, technical data, etc.]
2. Obligations of the Receiving Party
2.1 The Receiving Party agrees to:
● Maintain the confidentiality of all Confidential Information received.
● Use the Confidential Information solely for the purpose described in section 1.1.
● Not disclose the Confidential Information to any third party without the prior written consent
of the Disclosing Party.
● Take reasonable measures to protect the Confidential Information from unauthorized
disclosure.
3. Exceptions
3.1 The obligations set forth in this Agreement shall not apply to information that:
● Is or becomes publicly available without breach of this Agreement.
● Is rightfully obtained by the Receiving Party from a third party without a duty of
confidentiality.
● Is independently developed by the Receiving Party without the use of Confidential
Information.
4. Duration
4.1 The Receiving Party's obligations under this Agreement shall continue for a period of [Specify
duration or end date] or until the Disclosing Party provides written notice of release from this
Agreement.
5. Return of Confidential Information
5.1 Upon the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all
tangible copies of Confidential Information and confirm in writing the destruction of digital copies.
6. Governing Law
6.1 This Agreement shall be governed by and construed in accordance with the laws of
[Jurisdiction].
7. Entire Agreement
7.1 This Agreement represents the entire understanding between the parties concerning the subject
matter herein and supersedes all prior agreements, written or oral.
8. Amendment
8.1 This Agreement may only be amended in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the
Effective Date.
[Disclosing Party's Name] [Signature of Disclosing Party] [Date]
[Receiving Party's Name] [Signature of Receiving Party] [Date]