Non-disclosure Agreement

This Non-disclosure Agreement ("Agreement") is made and entered into as of this _______ day of ____________ between [PARTY_NAME] (hereinafter referred to as the "Disclosing Party"), whose principal place of business is located at [STREET_ADDRESS], [CITY], [STATE], [POSTAL_CODE], and [RECIPIENT_NAME] (hereinafter referred to as the "Receiving Party"), whose principal place of business is located at [STREET_ADDRESS], [CITY], [STATE], [POSTAL_CODE].

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information") described as [DESCRIPTION_OF_CONFIDENTIAL_INFORMATION];

WHEREAS, the Disclosing Party desires to disclose the Confidential Information to the Receiving Party solely for the purposes of [PURPOSE_OF_DISCLOSURE];

WHEREAS, the Disclosing Party wishes to protect the Confidential Information from unauthorized disclosure or use;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Non-disclosure Obligations
1.1 The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable measures to protect the Confidential Information from unauthorized disclosure or use.

2. Use of Confidential Information
2.1 The Receiving Party shall only use the Confidential Information for the purpose stated herein, and shall not use it for any other purpose without the prior written consent of the Disclosing Party.

3. Term and Termination
3.1 This Agreement shall commence on the Effective Date and continue until [TERMINATION_DATE].

4. Governing Law and Jurisdiction
4.1 This Agreement shall be governed by and construed in accordance with the laws of [STATE], without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

_____________________________
[PARTY_NAME]
By: _______________________
Title: _______________________

_____________________________
[RECIPIENT_NAME]
By: _______________________
Title: _______________________