NDA Generator

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of 4 June 2026.

This Agreement is entered into between [Disclosing Party] (the "Disclosing Party") and [Receiving Party] (the "Receiving Party").

1. PURPOSE

The Parties wish to explore [the proposed business relationship between the parties] (the "Purpose"), in connection with which the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial information, trade secrets, technical data, customer lists, and product designs.

3. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of or reference to the Confidential Information.

4. OBLIGATIONS

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care.

5. TERM

This Agreement shall remain in effect for a period of 2 year(s) from the date first written above. The Receiving Party's obligations of confidentiality shall survive the termination or expiration of this Agreement with respect to Confidential Information disclosed during its term.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, and shall certify in writing that it has done so.

7. NO LICENSE

Nothing in this Agreement grants the Receiving Party any right, title, or interest in or to the Confidential Information, except the limited right to use it for the Purpose. All Confidential Information remains the property of the Disclosing Party.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [your jurisdiction], without regard to its conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings. Any amendment must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.


[Disclosing Party]

Signature: ____________________   Date: ____________


[Receiving Party]

Signature: ____________________   Date: ____________