NDA Generator

NON-DISCLOSURE AGREEMENT

Effective Date: [Effective Date]

This Non-Disclosure Agreement (the "Agreement") is entered into by and between:
  [Disclosing Party Name] ("Party A")
  and
  [Receiving Party Name] ("Party B")

for the purpose of evaluating a potential business relationship.

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public, proprietary information disclosed by either Party to the other Party, whether in writing, orally, 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. This includes, without limitation, business plans, financial information, technical data, trade secrets, product designs, customer lists, and know-how.

2. OBLIGATIONS
Both [Disclosing Party Name] and [Receiving Party Name] (each a "Party" and together the "Parties") may disclose confidential information to each other. Each Party agrees to:
  (a) hold the Confidential Information in strict confidence;
  (b) not disclose the Confidential Information to any third party without prior written consent;
  (c) use the Confidential Information solely for the stated purpose above; and
  (d) protect the Confidential Information using at least the same degree of care used to protect its own confidential information, and no less than reasonable care.

3. EXCLUSIONS
Confidential Information does not include information that: (a) was already known to the receiving party prior to disclosure; (b) is or becomes publicly available through no fault of the receiving party; (c) is independently developed without use of the Confidential Information; or (d) is rightfully obtained from a third party without restriction.

4. TERM
This Agreement shall remain in effect for 2 years from the Effective Date, unless terminated earlier by mutual written consent. The confidentiality obligations shall survive termination of this Agreement.

5. RETURN OF MATERIALS
Upon request, each receiving party shall promptly return or destroy all documents and materials containing Confidential Information.

6. NO LICENSE
Nothing in this Agreement grants either party any rights to the other's Confidential Information beyond what is expressly stated herein.

7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law provisions.

8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions or agreements.

SIGNATURES

_______________________________          _______________________________
[Disclosing Party Name]                              [Receiving Party Name]

Date: ___________________                Date: ___________________


This is a general-purpose template and does not constitute legal advice. Have a qualified attorney review this document before signing.