Standard NDA Form

I. Parties

This Non-Disclosure Agreement ("Agreement") is entered into as of [Month Day, Year]by [Your Company Name]("Disclosing Party") with its principal place of business located at [Your Company Address], and [Your Partner Company Name] ("Receiving Party") with its principal place of business located at [Your Partner Company Address]. The Disclosing Party and Receiving Party may collectively be referred to as the "Parties".

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information ("Confidential Information") that it wishes to disclose to the Receiving Party for the purpose of evaluating a potential business relationship.

WHEREAS, the Receiving Party agrees to receive and use the Confidential Information solely under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

II. Definition of Confidential Information

Confidential Information includes, but is not limited to, any and all technical, financial, business, marketing, and operational information, whether disclosed orally, in writing, electronically, or through any other means, that is marked or identified as confidential or which by its nature would reasonably be considered confidential.

III. Exclusions

Confidential Information does not include information that is or becomes publicly available without breach of this Agreement by the Receiving Party; Is lawfully received from a third party without restriction on disclosure; Is required to be disclosed by law or court order, provided the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance in obtaining a protective order.

IV. Obligations of the Receiving Party

The Receiving Party agrees to maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

V. Term and Termination

This Agreement shall remain in effect for a period of [Timeframe]from the date of disclosure of the Confidential Information unless terminated earlier by mutual written agreement. The obligations of confidentiality shall survive the termination of this Agreement for a period of [Timeframe].

VI. Governing Law and Jurisdiction

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. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the courts located in [State].

VII. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may only be amended in writing signed by both parties.

A. No License or Ownership

No license or ownership of any intellectual property rights is granted or implied by this Agreement. All rights, title, and interest in and to the Confidential Information shall remain solely with the Disclosing Party.

B. Remedies

In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, in addition to any other remedies available at law or in equity.

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.

D. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

By signing below, both Parties acknowledge that they have read, understood, and agree to the terms of this Agreement.

Disclosing Party:

Name:

Date:

Receiving Party:

Name:

Date:

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