Standard NDA Agreement Template

1. Parties and Purpose

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date by and between , with an address at , and , with an address at .

The parties wish to exchange certain confidential information in connection with .

2. Confidential Information

"Confidential Information" means non-public information disclosed by either party or its representatives, whether oral, written, visual, electronic, or in any other form, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes business plans, customer information, product details, pricing, technical information, financial information, trade secrets, and any notes, analyses, or summaries derived from that information.

3. Exclusions

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the receiving party without a duty of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

4. Permitted Use and Standard of Care

Each party may use the other party's Confidential Information only to evaluate, discuss, or pursue .

Each party may disclose Confidential Information only to its employees, contractors, advisors, financing sources, or prospective transaction participants who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Each party shall protect the other party's Confidential Information using at least reasonable care and no less than the care it uses to protect its own information of a similar nature.

5. Compelled Disclosure

If a party is required by law, regulation, or court order to disclose Confidential Information, that party shall, to the extent legally permitted, give prompt notice to the other party and cooperate in seeking confidential treatment.

6. Ownership and No License

All Confidential Information remains the property of the disclosing party, and no license or other rights are granted except the limited right to review and use the information for the Purpose.

No representation or warranty is made as to the accuracy or completeness of Confidential Information, and neither party is required to proceed with any proposed relationship or transaction.

7. Return or Destruction of Materials

Upon written request, each party shall promptly return or destroy confidential materials upon request, except for routine backup copies retained through ordinary-course systems.

If requested, a party shall confirm in writing that it completed the requested return or destruction, subject to legally required retention obligations.

8. Remedies

Each party agrees that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the injured party may seek injunctive or equitable relief in addition to any other available remedies.

9. Term and Survival

This Agreement starts on the Effective Date and continues until terminated by either party upon written notice, except that confidentiality obligations for disclosed information remain in effect for 3 years after each disclosure.

Trade secret information remains protected for as long as it qualifies as a trade secret under applicable law, even if the general confidentiality term expires earlier.

10. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

11. Entire Agreement

This Agreement is the entire agreement between the parties regarding the subject matter here and supersedes prior or contemporaneous discussions, understandings, or agreements on that subject.

12. Severability

If any provision of this Agreement is found unenforceable, the remainder will continue in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.

13. Amendments

Any amendment or waiver under this Agreement must be in writing and signed by both parties.

14. Counterparts

This Agreement may be signed in counterparts, including by electronic signature or PDF copy, each of which is deemed an original and all of which together form one instrument.