NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and
between:

1. [Disclosing Party’s Name], a company/individual having its principal place of

business/residence at [Address] (hereinafter referred to as the “Discloser”), and

2. [Recipient’s Name], a company/individual having its principal place of business/residence at

[Address] (hereinafter referred to as the “Recipient”).

Collectively, the Discloser and Recipient may be referred to as the “Parties” or individually as a “Party.”

1. DEFINITIONS

1.1 “Confidential Information” means any and all information, data, materials, or documents—whether
written, oral, electronic, or in any other form—that is disclosed or provided by the Discloser to the
Recipient, including but not limited to technical data, business plans, strategies, financial information,
customer data, and any other information designated as confidential or that a reasonable person would
understand to be confidential under the circumstances.

1.2 “Purpose” means the evaluation and/or discussion of a potential business relationship or transaction
between the Parties, as may be further defined in a separate agreement or in writing.

2. OBLIGATIONS OF THE RECIPIENT

2.1 Non-Disclosure.
The Recipient agrees to keep all Confidential Information received from the Discloser strictly confidential
and shall not, without the prior written consent of the Discloser, disclose such Confidential Information to
any third party except as permitted in Section 2.2 below.

2.2 Limited Disclosure.

The Recipient may disclose Confidential Information only to its employees, consultants, or advisors
(each, a “Representative”) who need to know such information for the Purpose and who are bound by
confidentiality obligations at least as restrictive as those set forth herein. The Recipient shall be
responsible for any breach of this Agreement by its Representatives.

2.3 Use of Confidential Information.

The Recipient shall use the Confidential Information solely for the Purpose and for no other purpose
whatsoever. The Recipient shall not reverse engineer, decompile, or disassemble any Confidential
Information if such information is in a tangible form.

2.4 Standard of Care.

The Recipient agrees to use at least the same degree of care in safeguarding the Confidential Information
as it uses to protect its own confidential or proprietary information, but in no event less than a reasonable
standard of care.
3. OBLIGATIONS OF THE DISCLOSER (FAVORING THE RECIPIENT)

3.1 Accuracy and Completeness.

The Discloser warrants that, to the best of its knowledge, the Confidential Information provided is
accurate and complete for the Purpose. In the event the Recipient relies on the Confidential Information,
the Discloser shall indemnify and hold harmless the Recipient for any direct losses arising solely from
any material misrepresentation or omission in the Confidential Information.

3.2 No Additional Restrictions.

The Discloser agrees that it will not impose any further restrictions on the Recipient’s use or disclosure of
the Confidential Information beyond those set forth herein, nor will it seek to assert any claims or rights
that would otherwise hinder the Recipient from conducting its evaluation or potential business dealings.

3.3 Assistance.
Upon request by the Recipient, the Discloser shall promptly provide any necessary clarifications or
supplementary information reasonably required to interpret the Confidential Information correctly for the
Purpose.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations under this Agreement shall not apply to information which the Recipient can
demonstrate:

(a) Was in its lawful possession prior to disclosure by the Discloser, as evidenced by written records;
(b) Is or becomes publicly available through no breach of this Agreement by the Recipient;
(c) Is lawfully received from a third party without breach of any obligation of confidentiality; or
(d) Is independently developed by the Recipient without use of or reference to the Confidential
Information.

5. TERM AND TERMINATION

5.1 Term.
This Agreement shall commence on the date first written above and shall continue for a period of [specify
duration, e.g., two (2) years] unless terminated earlier by either Party with thirty (30) days’ prior written
notice. Notwithstanding termination, the Recipient’s duty to maintain the confidentiality of the
Confidential Information shall survive for a period of [specify duration, e.g., five (5) years] from the
date of termination.

5.2 Return or Destruction.

Upon termination of this Agreement or upon the Recipient’s written request, the Recipient shall promptly
return or destroy all documents and materials containing Confidential Information and certify in writing
that it has complied with these obligations, except to the extent that retention of certain information is
required by applicable law.
6. REMEDIES

6.1 Injunctive Relief.

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which
monetary damages may not be an adequate remedy. In such event, the Recipient shall be entitled to seek
injunctive relief, specific performance, or any other equitable remedy, in addition to any other rights or
remedies available at law.

6.2 Indemnification.
Subject to Section 3.1, if the Recipient suffers any direct loss or damage as a result of reliance on
inaccurate or incomplete Confidential Information provided by the Discloser, the Discloser shall
indemnify the Recipient for such losses, subject to applicable limitations and proof of such loss.

7. MISCELLANEOUS

7.1 Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of [State/Country]. The
Courts located in [City/Region] shall have exclusive jurisdiction to resolve any disputes arising out of or
in connection with this Agreement.

7.2 Entire Agreement.

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter
hereof and supersedes all prior discussions, representations, or agreements, whether oral or written.

7.3 Amendment.
No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in
writing and signed by both Parties.

7.4 Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall
continue in full force and effect, and the Parties agree to replace such invalid provision with a valid
provision that most nearly reflects the Parties’ original intent.

7.5 No Waiver.
No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver
thereof.

7.6 Notices.
All notices under this Agreement shall be in writing and shall be deemed duly given when delivered in
person or sent by registered or certified mail (postage prepaid) to the addresses set forth above or to such
other address as may be designated by written notice.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the
date first above written.
[Disclosing Party’s Name]
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________

[Recipient’s Name]
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________