Startup Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Insert Date], by and between [Your Company Name], a [Insert State/Country of Incorporation] corporation with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Recipient Name], a [Insert State/Country of Incorporation] [corporation/partnership/individual] with its principal place of business located at [Insert Recipient Address] ("Receiving Party"), collectively referred to as the "Parties".

Preamble

WHEREAS, the Disclosing Party possesses certain information relating to the development of a new software technology that is confidential and proprietary to the Disclosing Party;

WHEREAS, the Disclosing Party is willing to disclose this confidential information to the Receiving Party for the purpose of evaluating potential business collaboration opportunities;

WHEREAS, the Receiving Party is interested in receiving such confidential information for the sole purpose of assessing the feasibility of entering into a business relationship with the Disclosing Party;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the receipt and disclosure of the confidential information according to the terms and conditions of this Agreement.

A. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, but not limited to, technical and non-technical information, proprietary information, and trade secrets, product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, that the Disclosing Party discloses to the Receiving Party, whether orally, in writing, by drawing, or in any other media. Confidential Information also includes any information that has been disclosed by a third party to the Disclosing Party and is protected by a non-disclosure agreement entered into between the third party and the Disclosing Party.

Notwithstanding the foregoing, Confidential Information does not include information which: (a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) is disclosed with the prior written approval of the Disclosing Party; (d) was independently developed by the Receiving Party without any use of the Confidential Information; or (e) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights.

B. Obligation and Use of Confidential Information

The Receiving Party agrees to:

1. Maintain Confidentiality: Keep the Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by the Receiving Party to protect its own confidential information of similar importance. The Receiving Party shall not disclose, publish, or disseminate Confidential Information to anyone except as authorized by the Disclosing Party in writing.
   

2. Limitation of Use: Use the Confidential Information solely for the purpose of "evaluating potential business collaboration opportunities ("Permitted Purpose") and not for any other purpose without the prior written consent of the Disclosing Party.
   

3. Restriction on Copying: Not copy, reproduce, distribute, or otherwise replicate the Confidential Information without the express prior written permission of the Disclosing Party, except as necessary for the Permitted Purpose. Any copies made shall be subject to the same confidentiality obligations as the original Confidential Information disclosed.
   

4. Access to Confidential Information: Limit access to the Confidential Information to those of its employees, agents, or consultants who need to know such information in connection with the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
   

5. Protection of Confidentiality Upon Request: Upon the request or upon termination of this Agreement, return or destroy all Confidential Information received from the Disclosing Party, including all copies and reproductions, or certify in writing that all such Confidential Information has been destroyed, except as required by law or for a party's internal archival purposes.
   

The obligations set forth in this section shall survive for a period of five (5) years after the expiration or termination of this Agreement, with respect to Confidential Information that constitutes a trade secret under applicable law, such obligations shall continue for as long as such information remains a trade secret.

C. Duration of the Agreement

This Agreement shall commence on the Effective Date and shall continue in effect until one (1) year from the Effective Date, unless otherwise terminated by either Party in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Parties' duty to hold in confidence Confidential Information that was disclosed during the term of the Agreement shall remain in effect until five (5) years after the date of disclosure, or, in the case of Confidential Information that constitutes a trade secret under applicable law, for as long as such information remains a trade secret.

D. Return/Destruction of Confidential Information

1. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly return or destroy all Confidential Information received under this Agreement, including all copies, notes, and derivatives thereof, whether made in writing or stored on any electronic media, and shall provide a written certification to the Disclosing Party that such action has been taken. The Receiving Party may retain one copy of the Confidential Information for legal and compliance recordkeeping; however, such retained Confidential Information shall continue to be subject to the confidentiality obligations set forth in this Agreement.

2. Notwithstanding the return or destruction of the Confidential Information as aforesaid, the Receiving Party shall continue to be bound by the obligation of confidentiality and all other obligations under this Agreement for the duration specified in the "Duration of the Agreement" section.

3. The obligation to return or destroy Confidential Information shall not extend to any Confidential Information that is required to be retained by applicable law, regulation, or order of a competent authority, provided that the Receiving Party shall (i) promptly notify the Disclosing Party in writing of such requirement, (ii) continue to treat such retained Confidential Information in accordance with the confidentiality obligations herein, and (iii) limit the use of such retained Confidential Information solely to the purpose(s) required by such law, regulation, or order.

E. Disclosure to Third Parties

1. The Receiving Party shall not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party. However, the Receiving Party may disclose Confidential Information to its employees, consultants, or advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations that are at least as protective as those set forth in this Agreement. The Receiving Party shall ensure that such employees, consultants, or advisors are aware of and comply with the confidentiality obligations under this Agreement.

2. In the event that the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party agrees to provide the Disclosing Party with prompt written notice of such requirement, to the extent legally permissible, so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which is legally required to be disclosed and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

F. Remedies for Breach

1. In the event of a breach or threatened breach by the Receiving Party of any of the provisions of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threatened breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

2. The Receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm and significant injury to the Disclosing Party that may be difficult to quantify. Accordingly, the Receiving Party agrees that the Disclosing Party has the right to apply to a court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Disclosing Party deems appropriate.

3. This section shall survive the termination or expiration of this Agreement and the return or destruction of the Confidential Information as provided herein.

G. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in the County of Santa Clara, State of California, and the Parties hereby consent to the personal jurisdiction and venue therein.

H. Amendments

This Agreement may only be amended or modified by a written document executed by both Parties. No oral modification or agreement not embodied in a writing signed by both Parties shall be of any force or effect.

I. Waiver

The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by the waiving Party.

J. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. There are no warranties, representations, or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein.

K. Severability

If any term, condition, or provision of this Agreement is held to be invalid, void, or unenforceable to any extent, such invalidity, voidness, or unenforceability shall not affect the remaining terms, conditions, and provisions, which shall continue in full force and effect. The Parties agree to negotiate in good faith or allow a court to replace any invalid, void, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid, void, or unenforceable provision.

Signatures

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date first above written.

[Your Company Name]

[Name]

[Title]

[Date]

[Recipient Name]

[Name]

[Title]

[Date]

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