Standard NDA Generator

Non-Disclosure Agreement

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

1. THE PARTIES.
Disclosing Party: [Party A] ("Disclosing Party"), and
Receiving Party: [Party B] ("Receiving Party").

2. PURPOSE.
The parties wish to explore a business opportunity described as follows: [Purpose of Discussion] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain Confidential Information to the Receiving Party.

3. DEFINITION OF CONFIDENTIAL INFORMATION.
"Confidential Information" means any information, technical data, or know-how, including but not limited to, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, or finances, disclosed by the Disclosing Party.

4. OBLIGATIONS.
The Receiving Party agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely for the Purpose.

5. EXCLUSIONS.
Confidential Information shall not include information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) was in the Receiving Party’s possession without confidentiality restriction before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party.

6. TERM.
The obligations of this Agreement shall survive for a period of two (2) years from the Effective Date or until the Confidential Information becomes publicly known, whichever is earlier.

7. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].