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NON DISCLOSURE AGREEMENT
This Nondisclosure Agreement (the “Agreement”) is entered into by and between, located at , (“Disclosing Party”) and , located at, ( “Receiving Party”) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.The parties agree to enter into a confidential relationship with respect to the disclosure of certainproprietary and confidential information (“Confidential Information”).
and wish to explore a business opportunity of mutualinterest and in connection with this opportunity wishes to execute Agreement
2. Definition of Confidential Information.
For purposes of this Agreement, “ConfidentialInformation” shall include any and all information or material disclosed to by Disclosing Party toReceiving Party, either directly or indirectly, in writing, orally or by inspection of tangible orintangible objects, including without limitation documents, business plans, source code,software, documentation, financial analysis, marketing plans, customer names, customer list,customer data. Confidential Information shall also include information knowhow gained fromthe disclosure of Confidential Information by Disclosing Party to Receiving Party. If Confidential Information is in written form, Disclosing Party shall label or stamp the materialswith the word “Confidential” or some similar warning. If Confidential Information istransmitted orally, Disclosing Party shall within 10 days provide a writing indicating that suchoral communication constituted Confidential Information.
3. Exclusions from Confidential Information.
Receiving Party’s obligations under thisAgreement do not extend to information that is: (a) publicly known at the time of disclosure orsubsequently becomes publicly known through no fault of Receiving Party; (b) discovered orcreated by Receiving Party before disclosure by Disclosing Party; (c) learned by Receiving Partythrough legitimate means other than from Disclosing Party or Disclosing Party’s representatives;or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
4. Obligations of Receiving Party.
Receiving Party agrees not to use any ConfidentialInformation for any purpose except to evaluate and engage in discussions concerning a potentialbusiness opportunity between the parties hereto. Receiving Party agrees that it shall take allreasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of theConfidential Information. Receiving Party shall hold and maintain the Confidential Informationin strictest confidence for the sole and exclusive benefit of Disclosing Party. Receiving Partyagrees not to disclose any Confidential Information to employees, contractors, or third parties,except to those employees, contractors, or third parties who are required to have the informationin order to evaluate or engage in discussions concerning the contemplated business opportunity.Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software orother tangible objects which embody Disclosing Party’s Confidential Information and which are