Non-Disclosure Agreement

Date: _____________

This Non-Disclosure Agreement ("Agreement") is entered into as of the date above by and between:

The Disclosing Party:
[Full Legal Name]
[Address]
[Role]

and

The Receiving Party:
[Full Legal Name]
[Address]
[Role]

1. Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether in oral, written, or any other form, that is either identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Confidential Information includes, but is not limited to, software designs, functionalities, technical specifications, business strategies, marketing plans, financial information, client data, and trade secrets.

2. Exclusions from Confidential Information

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was in the Receiving Party's possession or known by it without restriction prior to receipt from the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without reliance on any Confidential Information of the Disclosing Party.

3. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Disclosing Party will disclose Confidential Information to the Receiving Party for the specific purpose of engaging in mutual discussions and activities related to a software development project.

4. Obligations of the Receiving Party

The Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party; (c) restrict disclosure to its employees, agents, or contractors on a need-to-know basis and ensure they are bound by confidentiality obligations no less restrictive than this Agreement; and (d) use the Confidential Information only for the stated purpose.

5. Term and Duration

This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party upon thirty (30) days written notice to the other party. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years thereafter.

6. Return or Destruction of Information

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies thereof.

7. Remedies for Breach

The Receiving Party acknowledges that any breach of confidentiality may result in irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the county of [County Name], in the state of [State Name], without regard to its conflict of law principles.