Confidentiality NDA Agreement

CONFIDENTIALITY (NDA) AGREEMENT

This Confidentiality Agreement ("Agreement") is entered into as of by and between Disclosing Party: , with principal address , and Receiving Party: , with principal address (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Disclosing Party possesses certain confidential and proprietary information that relates to its business operations, technology, products, services, or customers that it desires to protect from unauthorized disclosure and use; and

WHEREAS, Receiving Party acknowledges that it may receive or have access to such confidential and proprietary information in connection with discussions, evaluations, and potential business dealings between the Parties (the "Permitted Purpose"); and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the protection and permitted use of such confidential information.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information, whether oral, written, electronic, or tangible, disclosed by Disclosing Party to Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to business plans, financial data, technical specifications, designs, prototypes, software, source code, customer lists, pricing, marketing strategies, trade secrets, and any analyses, compilations or derivatives thereof.

1.2 "Permitted Purpose" means evaluation of, or engagement in, business discussions or transactions between the Parties as described in the recitals.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information shall not include information that: (a) is or becomes generally available to the public through no improper act of Receiving Party; (b) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party without any confidentiality obligation; (c) is rightfully received by Receiving Party from a third party without restriction and without breach of any confidentiality obligation; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as evidenced by written records.

3. NON-DISCLOSURE AND NON-USE OBLIGATIONS

3.1 Receiving Party shall: (a) hold and maintain all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the Permitted Purpose.

3.2 Receiving Party may disclose Confidential Information only to those employees, contractors, advisors or agents who have a strict need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. Receiving Party will remain liable for any breach of this Agreement by such persons.

4. COMPULSORY DISCLOSURE

If Receiving Party is legally compelled to disclose Confidential Information by applicable law, regulation, or valid court order, Receiving Party shall, to the extent permitted, provide prompt written notice to Disclosing Party and cooperate reasonably in any effort by Disclosing Party to seek protective measures. Receiving Party shall disclose only that portion of Confidential Information that it is legally required to disclose.

5. TERM

This Agreement shall commence on the Effective Date and remain in effect for a period of years thereafter with respect to Confidential Information that is not a trade secret. For Confidential Information that qualifies as a trade secret under applicable law, Receiving Party's obligations hereunder shall continue for so long as such information remains a trade secret.

6. RETURN OR DESTRUCTION

Upon Disclosing Party's written request or upon termination of discussions between the Parties, Receiving Party shall promptly return or, at Disclosing Party's option, destroy all materials and tangible embodiments of Confidential Information and certify in writing that it has complied. Notwithstanding the foregoing, Receiving Party may retain one archival copy of Confidential Information in its legal archives solely for compliance purposes, provided such copy remains subject to the obligations of this Agreement.

7. NO LICENSE

No license, express or implied, under any patent, trademark, copyright, trade secret or other intellectual property right is granted by disclosure of Confidential Information. All Confidential Information remains the sole and exclusive property of Disclosing Party.

8. REMEDIES

Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

11. NOTICES

All notices hereunder shall be in writing and delivered by hand, overnight courier, or certified mail (return receipt requested) to the address of the applicable Party set forth below or to such other address as such Party may designate by written notice to the other Party.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No modification or amendment of this Agreement shall be effective unless in writing signed by authorized representatives of both Parties. Failure or delay by either Party in exercising any right shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13. ADDITIONAL PROVISIONS

The Parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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