Non-disclosure agreement (NDA)

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into on the date of acceptance by the Recipient (as defined below) and is by and between [Insert Company Name] ("Disclosing Party"), and the individual or entity to whom Disclosing Party desires to disclose certain proprietary and confidential information ("Recipient").

PURPOSE OF AGREEMENT

The purpose of this Agreement is to allow the Disclosing Party to disclose certain proprietary and confidential information to the Recipient in order for the Recipient to evaluate the feasibility of a business relationship or other arrangement between the Disclosing Party and the Recipient.

DEFINITIONS

"Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly notify the Recipient in writing that such oral communication constituted Confidential Information.

"Disclosing Party" shall include the Disclosing Party's affiliates, and any of Disclosing Party's directors, employees, consultants, and agents who have had access to the Confidential Information.

"Recipient" shall include the Recipient's affiliates, and any of Recipient's directors, employees, consultants, and agents who have had access to the Confidential Information.

EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Recipient's obligations under this Agreement do not extend to information that: (a) was publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) was in the possession of the Recipient, without confidentiality restrictions, at the time of disclosure; (c) is obtained by the Recipient from a third party, without a breach of such third party's obligations of confidentiality; (d) is independently developed by the Recipient without use of or reference to the Confidential Information; or (e) is required to be disclosed by law.

OBLIGATIONS OF RECIPIENT

Except as otherwise permitted in writing by the Disclosing Party, Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is required to fulfill the purpose of this Agreement. Recipient shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without the express written approval of Disclosing Party, use for Recipient's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Recipient shall not reverse engineer or decompile any prototypes or software provided by Disclosing Party. Recipient shall return to Disclosing Party any records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it.

RELATIONSHIP OF THE PARTIES

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

SEVERABILITY: If any provision of this NDA is found to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the remaining provisions will remain in full force and effect.

GOVERNING LAW: This NDA and any disputes arising out of or related to it will be governed by the laws of the State of [STATE], without giving effect to any conflict of laws principles.

DISPUTE RESOLUTION: Any disputes arising out of or related to this NDA will be resolved through confidential mediation in the State of [STATE], except as otherwise agreed upon by the parties.

ASSIGNMENT: This NDA and the rights and obligations under it may not be assigned or transferred by either party without the prior written consent of the other party, except in the case of a merger or acquisition.

ENTIRE AGREEMENT: This NDA constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements or understandings, whether written or oral. This NDA may not be amended or modified except in writing signed by both parties.

WAIVER: The failure of either party to exercise any right provided for in this NDA shall not be deemed a waiver of any right.

HEADINGS: The headings and titles contained in this NDA are for reference purposes only and shall not affect the meaning or interpretation of this NDA.