Legal Contract Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], ("Effective Date"), by and between:

Disclosing Party: [Your Company Name], a [legal entity type] organized and existing under the laws of [State/Country], with its principal place of business at [Your Company Address], [Your Company Email], [Your Company Number], [Your Company Website], hereinafter referred to as the "Disclosing Party";

Recipient Party: [Recipient Name], a [legal entity type] organized and existing under the laws of [State/Country], with its principal place of business at [Recipient Address], hereinafter referred to as the "Recipient Party".

The Disclosing Party and the Recipient Party may be collectively referred to herein as the "Parties" or individually as a "Party".

I. Purpose

The Parties desire to explore a business relationship (the "Purpose") wherein the Disclosing Party may disclose certain Confidential Information (as defined below) to the Recipient Party for evaluating a potential business partnership, discussing a joint venture, etc.

II. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Recipient Party, whether orally, in writing, electronically, visually, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to:

Trade secrets, including, but not limited to, technical data, formulas, designs, processes, procedures, and know-how;
Business plans, strategies, forecasts, and projections;
Financial information, including budgets, revenue figures, and pricing information;
Customer and supplier lists, including contact information and purchasing history;
Marketing plans, advertising strategies, and product development plans;
Personnel information, including employee records and compensation details;
Any other information that is not generally known to the public and that, if disclosed, could reasonably be expected to cause harm to the Disclosing Party's business or operations.

III. Obligations of Recipient Party

Confidentiality: The Recipient Party agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information from unauthorized disclosure or use. The Recipient Party shall treat the Confidential Information with at least the same degree of care as it accords to its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

Use: The Recipient Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose whatsoever without the prior written consent of the Disclosing Party. The Recipient Party shall not use the Confidential Information for its own benefit or the benefit of any third party, except as expressly authorized by the Disclosing Party.

Disclosure Restrictions: The Recipient Party agrees not to disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Recipient Party shall restrict disclosure of the Confidential Information to its employees, contractors, and advisors who have a need to know the information for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those contained herein.

Employee and Contractor Obligations: The Recipient Party shall ensure that its employees and contractors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein. The Recipient Party shall take appropriate measures, including, but not limited to, training programs and written agreements, to ensure compliance with the terms of this Agreement by its employees and contractors.

IV. Exceptions

The obligations set forth in this Agreement shall not apply to any information that:

Was rightfully in the Recipient Party’s possession without restriction prior to receipt from the Disclosing Party;

Is or becomes publicly available through no fault of the Recipient Party;
Is rightfully obtained by the Recipient Party from a third party without restriction on disclosure;
Is independently developed by the Recipient Party without reference to or use of the Confidential Information.

V. Term and Termination

This Agreement shall be effective as of the Effective Date and shall continue in full force and effect until the completion of the Purpose. Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within [30] days after receiving written notice thereof.

Upon termination of this Agreement, the Recipient Party shall promptly return or destroy all Confidential Information in its possession or control, including any copies thereof, and shall certify in writing to the Disclosing Party that it has complied with this obligation.

VI. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the [State/Country], without regard to its conflicts of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [State/Country].

VII. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Your Company Name]

By: __________________________

[Your Name], [Your Title]

[Recipient Name]

By: __________________________

[Recipient's Name], [Recipient's Title]