Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into by and between [PARTY_A_FIRST_NAME] residing at [PARTY_A_STREET_ADDRESS], [PARTY_A_CITY], [PARTY_A_STATE], [PARTY_A_COUNTRY] and [PARTY_B_FIRST_NAME] residing at [PARTY_B_STREET_ADDRESS], [PARTY_B_CITY], [PARTY_B_STATE], [PARTY_B_COUNTRY], collectively referred to as the "Parties". 

WHEREAS, the Parties desire to protect confidential information and maintain its secrecy by entering into this Agreement.

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information: "Confidential Information" shall refer to any data, information, or materials disclosed by one Party to the other, whether directly or indirectly, in writing, orally, or by inspection of tangible objects, and marked with the word "Confidential" or identified as confidential at the time of disclosure.

2. Non-Disclosure: The Parties shall keep all Confidential Information confidential and shall not disclose, distribute, or otherwise make it available to any third party without the prior written consent of the disclosing Party.

3. Exceptions: This Agreement shall not apply to any information that is rightfully in the public domain, obtained by a Party without a breach of confidentiality, or disclosed pursuant to any governmental or legal requirement.

4. Term: This Agreement shall remain in effect for a period of [TERM] from the date of execution.

5. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING_STATE]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [GOVERNING_STATE].

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date set forth below.

[PARTY_A_FIRST_NAME]
[PARTY_A_STREET_ADDRESS]
[PARTY_A_CITY], [PARTY_A_STATE]
[PARTY_A_COUNTRY]

[PARTY_B_FIRST_NAME]
[PARTY_B_STREET_ADDRESS]
[PARTY_B_CITY], [PARTY_B_STATE]
[PARTY_B_COUNTRY]