This Non-Disclosure Agreement ("Agreement") is entered into on June 4, 2025 between [DISCLOSING PARTY NAME], a [DISCLOSING PARTY TYPE] ("Disclosing Party"), and [RECEIVING PARTY NAME], a [RECEIVING PARTY TYPE] ("Receiving Party").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to [DESCRIPTION OF BUSINESS/TECHNOLOGY]; and

WHEREAS, Receiving Party desires to review, examine, inspect, or obtain access to such confidential information for the purpose of [PURPOSE OF DISCLOSURE]; and

WHEREAS, Disclosing Party is willing to disclose such confidential information to Receiving Party, provided that Receiving Party agrees to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or in any other form, including but not limited to:

a) Technical information, including patents, patent applications, research, inventions, processes, formulas, software, developments, manufacturing information, and know-how;

b) Business information, including customer lists, supplier information, financial data, marketing plans, business plans, and forecasts;

c) Product information, including specifications, designs, prototypes, samples, and related documentation;

d) [SPECIFIC TYPES OF CONFIDENTIAL INFORMATION];

e) Any other information that is marked or identified as "confidential" or "proprietary" or that would reasonably be considered confidential under the circumstances.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

2.1 Excluded Information. Confidential Information does not include information that:

a) Is or becomes publicly available through no breach of this Agreement by Receiving Party;

b) Was rightfully known by Receiving Party prior to disclosure by Disclosing Party;

c) Is rightfully received by Receiving Party from a third party without breach of any confidentiality obligation;

d) Is independently developed by Receiving Party without use of or reference to the Confidential Information;

e) Is required to be disclosed by law or court order, provided that Receiving Party gives prompt notice to Disclosing Party of such requirement.

3. OBLIGATIONS OF RECEIVING PARTY

3.1 Confidentiality Obligations. Receiving Party agrees to:

a) Hold and maintain all Confidential Information in strict confidence;

b) Not disclose any Confidential Information to third parties without the prior written consent of Disclosing Party;

c) Use the Confidential Information solely for the purpose of [PERMITTED PURPOSE];

d) Exercise the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care;

e) Limit access to Confidential Information to those employees, agents, or advisors who need to know such information for the permitted purpose and who have been informed of the confidential nature of such information.

3.2 No Reverse Engineering. Receiving Party agrees not to reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody Confidential Information.

4. PERMITTED DISCLOSURES

4.1 Authorized Recipients. Receiving Party may disclose Confidential Information only to:

a) Its employees, officers, directors, agents, consultants, and professional advisors who have a legitimate need to know such information;

b) Such persons who have executed confidentiality agreements containing terms substantially similar to those contained herein;

c) [OTHER AUTHORIZED RECIPIENTS].

4.2 Responsibility for Recipients. Receiving Party shall be responsible for any breach of this Agreement by its authorized recipients.

5. RETURN OR DESTRUCTION OF INFORMATION

5.1 Return of Materials. Upon termination of this Agreement or upon request by Disclosing Party, Receiving Party shall promptly return or destroy all documents, materials, and other tangible manifestations of Confidential Information and all copies thereof in its possession or control.

5.2 Certification. Upon request, Receiving Party shall provide written certification that all Confidential Information has been returned or destroyed in accordance with this section.

6. NO LICENSE OR TRANSFER

6.1 Retained Rights. No license or other rights to any patents, copyrights, trademarks, trade secrets, or other intellectual property rights are granted under this Agreement. All Confidential Information remains the property of Disclosing Party.

6.2 No Obligation to Disclose. Disclosing Party is not obligated to disclose any Confidential Information to Receiving Party under this Agreement.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of [TERM LENGTH] years, unless earlier terminated by either party upon [NOTICE PERIOD] days written notice.

7.2 Survival. The obligations of confidentiality set forth herein shall survive termination of this Agreement for a period of [SURVIVAL PERIOD] years, except that obligations with respect to trade secrets shall continue indefinitely or until such information ceases to be a trade secret.

8. REMEDIES

8.1 Equitable Relief. Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Therefore, Receiving Party agrees that Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without prejudice to any other rights or remedies it may have at law or in equity.

8.2 Remedies Cumulative. All remedies available under this Agreement are cumulative and not exclusive of any other remedies available at law or in equity.

9. MISCELLANEOUS PROVISIONS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING LAW STATE], without regard to its conflict of law principles.

9.2 Jurisdiction. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [JURISDICTION].

9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

9.4 Amendment. This Agreement may only be amended by a written instrument signed by both parties.

9.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.