Non-Disclosure Agreement for Licensing Agreements

This Non-Disclosure Agreement ("Agreement") is entered into on January 1, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of Utah, with its principal office located at [Your Company Address] ("Licensor" or "Disclosing Party"), and BluWave, a company having its principal office at Salt Lake City, UT 84101, represented by Jarvis White ("Licensee" or "Receiving Party").

This Agreement is made to govern the disclosure of confidential information between the parties for the purpose of evaluating or negotiating a licensing agreement.

I. Definition of Confidential Information

"Confidential Information" refers to all proprietary information disclosed by the Disclosing Party to the Receiving Party, whether in written, verbal, or electronic form. Such information includes, but is not limited to:

Business strategies, licensing terms, and partnership structures
Product designs, software code, patents, trademarks, or copyrights
Market research, sales data, and pricing information
Financial records, projections, and reports
Any other proprietary or business-related information that is identified as confidential at the time of disclosure.

"Confidential Information" does not include information that:

Is already publicly available or becomes publicly available through no fault of the Receiving Party
Was in the possession of the Receiving Party prior to disclosure
Is disclosed to the Receiving Party by a third party who has no confidentiality obligations to the Disclosing Party
Is independently developed by the Receiving Party without reference to the Confidential Information

II. Confidentiality Obligations of the Receiving Party

1. Non-Disclosure and Use

The Receiving Party agrees to:

Maintain the confidentiality of all Confidential Information received from the Disclosing Party
Use the Confidential Information solely for the purpose of evaluating or negotiating the potential licensing agreement
Refrain from disclosing the Confidential Information to any third parties without the prior written consent of the Disclosing Party

2. Safeguarding Confidential Information

The Receiving Party will take all necessary precautions to protect the Confidential Information from unauthorized access or use, employing at least the same degree of care as they would with their own proprietary information.

III. Term and Duration of Confidentiality

The obligations under this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information or until such time as the information no longer qualifies as confidential, whichever is earlier.

IV. Return or Destruction of Confidential Information

Upon the termination of the licensing discussions or at the written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information, including any copies, notes, or materials related to the disclosed information, in any format.

V. No Rights Granted

This Agreement does not grant any rights, title, or interest in the Confidential Information, including any intellectual property rights. All rights to the Confidential Information, including patents, trademarks, copyrights, and other proprietary rights, remain with the Disclosing Party.

VI. Legal Disclosure Requirement

In the event that the Receiving Party is required to disclose any Confidential Information by law, regulation, or court order, the Receiving Party agrees to:

Provide prompt written notice to the Disclosing Party
Allow the Disclosing Party an opportunity to seek a protective order or take other legal action to prevent the disclosure

VII. Breach of Agreement

The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information could cause substantial harm to the Disclosing Party. In the event of a breach of this Agreement, the Disclosing Party shall have the right to seek injunctive relief and pursue other remedies, including damages, as provided by law.

VIII. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Utah, and any disputes arising from this Agreement shall be resolved in the state or federal courts located in Utah.

IX. Miscellaneous

1. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements or understandings.