This Non-Disclosure Agreement (the "Agreement") is entered into as of June 10, 2050 (the "Effective Date"), by and between [Your Company Name], a corporation organized and existing under the laws of the state of Delaware, with its principal place of business at [Your Company Address] (the "Disclosing Party"), and [Your Partner Company Name / Second Party], a corporation organized and existing under the laws of the state of California, with its principal place of business at [Your Partner Company Name / Second Party Address] (the "Receiving Party").

I. Definition of Confidential Information

A. Definition

For the purposes of this Agreement, "Confidential Information" shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by the Disclosing Party. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require the Disclosing Party to disclose any of its information.

B. Exclusions

Confidential Information shall not include information that:

(a) is or becomes publicly known through no act or omission of the Receiving Party;

(b) was in the Receiving Party's lawful possession prior to the disclosure;

(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or

(d) is independently developed by the Receiving Party.

II. Obligations of the Receiving Party

A. Maintenance of Confidentiality

The Receiving Party agrees to at all times maintain in confidence and protect the Confidential Information and shall not divulge the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable steps to prevent any unauthorized disclosure of the Confidential Information by its employees or agents.

B. Limitations on Use

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating or pursuing a business relationship or engagement related to the [Event Name] ("Purpose") and not for any other purpose whatsoever.

C. Copies

No copies of the Confidential Information shall be made without the prior written permission of the Disclosing Party, except as necessary for the Receiving Party to evaluate the Purpose.

III. Return of Confidential Information

Upon the request of the Disclosing Party, or upon the termination of discussions between the parties, the Receiving Party shall promptly return all copies of the Confidential Information to the Disclosing Party or destroy all such information and certify to the Disclosing Party in writing that such destruction has occurred.

IV. Term

The obligations of this Agreement shall be in effect for a period of five (5) years from the Effective Date or until the Confidential Information no longer qualifies as a trade secret, whichever occurs first.

V. Intellectual Property Rights

A. Ownership

All Confidential Information remains the property of the Disclosing Party, and no license or other rights to the Confidential Information are granted or implied hereby.

B. No License

The disclosure of Confidential Information shall not constitute a grant or an intention or commitment to grant any right, title, or interest in the Disclosing Party's trade secrets or patents.

VI. Disclaimer

All Confidential Information is provided "AS IS" and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.

VII. Remedies

A. Equitable Relief

The Receiving Party agrees that due to the unique nature of the Confidential Information, monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its obligations hereunder. Accordingly, the Receiving Party agrees that any such breach or threatened breach will cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party, without the necessity of proving actual damages.

B. Attorneys' Fees

In the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

VIII. General Provisions

A. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without reference to its conflict of laws principles.

B. Entire Agreement

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

C. Amendment and Waiver

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

D. Successors and Assigns

This Agreement will bind and inure to the benefit of the parties hereto and their successors and assigns, provided that Confidential Information may not be assigned without the prior written consent of the Disclosing Party.

E. Notices

Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above-stated address or mailed by certified, registered, or express mail, return receipt requested or by facsimile.

F. Counterparts

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

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

[Your Company Name]

[Your Name]

[Your Job Title]

[Month Day, Year]

[Your Partner Company Name / Second Party]

[Name]

[Job Title]

[Month Day, Year]

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