Non-disclosure Agreement

This Non-disclosure Agreement (the "Agreement"), effective as of [DATE], (the "Effective Date"), is entered into by and between [PARTY_NAME], with a principal place of business at [STREET_ADDRESS], [CITY], [STATE], [POSTAL_CODE] (the "Disclosing Party") and [RECIPIENT_NAME], with a principal place of business at [STREET_ADDRESS], [CITY], [STATE], [POSTAL_CODE] (the "Receiving Party"), collectively referred to as the "Parties".

WHEREAS, the Parties wish to explore a potential business relationship and in doing so, the Disclosing Party will disclose certain confidential and proprietary information to the Receiving Party;

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

Confidential Information:

1. Definition: For the purposes of this Agreement, "Confidential Information" shall refer to any and all information, data, materials, trade secrets, business plans, customer lists, financial information, and any other information, whether oral, written, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether before, on, or after the Effective Date. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the possession of the Receiving Party prior to its disclosure; or (c) is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality.

2. Non-disclosure: The Receiving Party agrees to hold all Confidential Information in strict confidence and to prevent its unauthorized use, access, or disclosure to any third party without the express written consent of the Disclosing Party.

3. Permitted Use: The Receiving Party may only use the Confidential Information for the purpose of evaluating and engaging in discussions regarding the potential business relationship between the Parties.

Term and Termination:

4. Term: This Agreement shall remain in effect for a period of [DURATION] from the Effective Date, unless terminated earlier in accordance with the provisions set forth herein.

5. Return of Information: Upon termination of this Agreement, or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies, notes, or summaries thereof, in its possession or control, and provide written confirmation of such destruction to the Disclosing Party.

Miscellaneous:

6. Governing Law: This Agreement shall be governed and construed under the laws of [STATE], without regard to its conflict of law principles.

7. Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or representations.

8. Severability: If any provision of this Agreement shall be found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and the Parties shall substitute for such provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-disclosure Agreement as of the Effective Date.

[PARTY_NAME]
By: ___________________________
Name: [FIRST_NAME] [LAST_NAME]
Title: [TITLE]

[RECIPIENT_NAME]
By: ___________________________
Name: [FIRST_NAME] [LAST_NAME]
Title: [TITLE]