Free Legal Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a [State] corporation with its principal office located at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], a [State] corporation with its principal office located at [Recipient's Address] ("Receiving Party").

I. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of evaluating a potential business relationship between the parties (the "Purpose"). The Receiving Party agrees to receive and use the Confidential Information solely for the Purpose, and both parties agree to protect the Confidential Information according to the terms of this Agreement.

II. Definition of Confidential Information

A. Confidential Information: For purposes of this Agreement, "Confidential Information" means any data or information, whether written, oral, electronic, or other form, that is disclosed by the Disclosing Party to the Receiving Party and is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:

1. Business plans, financial data, marketing strategies, customer lists, supplier information, product specifications, designs, prototypes, software, technical data, processes, methodologies, inventions, research, development, and any other proprietary information.

2. Any other information that is proprietary to the Disclosing Party and not generally known to the public.

B. Exclusions from Confidential Information: Confidential Information does not include information that:

1. Was in the public domain at the time it was disclosed or becomes publicly available through no fault of the Receiving Party.

2. Was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by written records.

3. Is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions.

4. Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information, as demonstrated by written records.

III. Obligations of the Receiving Party

A. Non-Disclosure: The Receiving Party agrees not to disclose, publish, or disseminate any Confidential Information to any third party, except as may be expressly permitted in writing by the Disclosing Party. The Receiving Party may disclose Confidential Information only to those employees, agents, or consultants who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

B. Use of Confidential Information: The Receiving Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose, including but not limited to, reverse engineering, competing with, or otherwise exploiting the Disclosing Party's business.

C. Protection of Confidential Information: The Receiving Party agrees to take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, or dissemination of the Confidential Information. Such measures shall include, but are not limited to, at least the same degree of care that the Receiving Party uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care.

D. Return or Destruction of Confidential Information: Upon the termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information and shall certify in writing that it has complied with this obligation.

IV. Term and Termination

A. Term: This Agreement shall commence on the date first written above and shall continue in effect until three (3) years or until terminated by either party with thirty (30) days written notice to the other party.

B. Survival of Obligations: The obligations of the Receiving Party under this Agreement with respect to the protection and non-disclosure of Confidential Information shall survive the termination or expiration of this Agreement for a period of five (5) years or as long as the information remains confidential, whichever is longer.

V. No License

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information, except as expressly set forth herein.

VI. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party, and agrees that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other rights and remedies available at law or in equity, in the event of a breach or threatened breach of this Agreement.

VII. Miscellaneous

A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

B. No Waiver: No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be effective unless made in writing and signed by the waiving party.

C. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be amended to achieve as closely as possible the intent of the parties.

D. 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 and understandings. This Agreement may not be amended or modified except in writing signed by both parties.

E. Assignment: Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

F. Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, by certified mail, or by overnight courier, to the addresses specified at the beginning of this Agreement.

VIII. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

Disclosing Party:

[Your Company Name]

Name: [Authorized Signatory Name]
Title: [Title]
Date:                               

Receiving Party:

[Recipient's Name]

Name: [Authorized Signatory Name]
Title: [Title]
Date:                               

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