Your Name]

[Your Address]
[City, State, ZIP]
[Today's Date]

[Recipient's Name]
[Recipient's Address]
[City, State, ZIP]

Re: Non-Disclosure and Confidentiality Agreement

Dear [Recipient's Name],

2. Confidentiality Obligations: Both parties agree to exercise the highest degree of care and take
all reasonable precautions to maintain the confidentiality and prevent unauthorized use or
disclosure of the shared information. This obligation extends beyond the term of this Agreement
and will remain in force indefinitely, unless otherwise stipulated in writing.

3. Non-Disclosure: The recipient party acknowledges that all proprietary information received
from the disclosing party, whether disclosed orally, in writing, electronically, or through any
other means, shall be considered confidential and will not be disclosed to any third party without
prior written consent from the disclosing party.

4. Limited Purpose: The recipient party shall only use the disclosed information for the purpose
of evaluating a potential business relationship or furthering an existing relationship between the
parties. Any other use, including but not limited to reproduction, distribution, modification, or
reverse engineering, is strictly prohibited.

5. Return or Destruction of Information: Upon the request of the disclosing party or termination
of discussions, negotiations, or contractual agreement, the recipient party shall promptly return
or destroy all confidential information received, including any copies, extracts, or summaries
thereof. An officer of the recipient party shall certify in writing the return or destruction of such
information upon request.

6. Exceptions: The obligations set forth in this Agreement shall not apply to information that: (a)
is already in the public domain at the time of disclosure or subsequently becomes part of the
public domain through no fault of the recipient party; (b) is lawfully obtained by the recipient
party from a third party without any restriction on disclosure; (c) is independently developed
without reference to the disclosed information; or (d) is required to be disclosed by applicable
law, provided that the recipient party gives the disclosing party prompt written notice prior to
such disclosure.

7. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in
accordance with the laws of [State/Country]. Any dispute arising out of or in connection with this
Agreement shall be subject to the exclusive jurisdiction of the courts of [City/Region/County].

8. Entire Agreement: This Agreement constitutes the entire understanding between the parties
and supersedes any prior or contemporaneous agreements, oral or written, relating to the subject
matter herein. No modification or amendment to this Agreement shall be valid unless it is in
writing and signed by both parties.

Please indicate your acceptance of the terms and conditions set forth in this Agreement by
signing below and returning a copy to me within [number of days] days of receipt. Should you
have any questions or require clarification, please do not hesitate to contact me at [your contact
information].
Thank you for your attention to this matter. I look forward to forging a successful and
trustworthy business relationship with you.

Yours sincerely,

[Your Name]

-----------------------------------------
[Recipient's Name]

Accepted by:
_____________________________
[Recipient's Signature]
[Date]

[Your Name]
[Your Address]
[City, State, ZIP]
[Email Address]
[Phone Number]
[Date]

[Recipient's Name]
[Recipient's Address]
[City, State, ZIP]

Subject: Non-Disclosure and Confidentiality Agreement

Dear [Recipient's Name],

I am writing to propose a formal Non-Disclosure and Confidentiality Agreement ("the

Agreement") between [Your Company Name] ("Disclosing Party") and [Recipient's Company
Name] ("Receiving Party"), collectively referred to as "the Parties", in order to protect and
maintain the confidentiality of certain proprietary and sensitive information shared during the
course of our business relationship.

2. Definition of Confidential Information

Confidential Information includes, but is not limited to, the following:
- Trade secrets, technologies, and inventions
- Business strategies, plans, and models
- Financial data and projections
- Customer and client lists and information
- Marketing and sales strategies
- Software systems and algorithms
- Intellectual property and copyright material
- Any other information designated as confidential by the Disclosing Party

3. Non-Disclosure Obligations
The Receiving Party agrees to:
a. Maintain the confidentiality of all Confidential Information received from the Disclosing
Party, both during and after the duration of this Agreement.
b. Use the Confidential Information exclusively for the agreed-upon purposes and not disclose it
to any third party without prior written consent from the Disclosing Party.
c. Limit access to the Confidential Information only to individuals within their organization who
have a legitimate need-to-know and are bound by similar confidentiality obligations.
d. Take all necessary measures to prevent unauthorized access, use, or disclosure of the
Confidential Information, including but not limited to implementing physical, technical, and
administrative safeguards.

4. Exclusions
The obligations of this Agreement shall not apply to any information that:
a. Is already publicly known at the time of disclosure or becomes publicly known through no
fault of the Receiving Party.
b. Was in the Receiving Party's possession prior to disclosure, without any obligation of
confidentiality.
c. Is lawfully obtained from a third party who has the right to disclose such information.
d. Is independently developed by the Receiving Party without reference to the Confidential
Information.

5. Term and Termination

This Agreement shall be in effect as of the date of signing and shall remain in force for a period
of [Number of years] unless terminated earlier by mutual agreement or breach by either party.
Upon termination, the Receiving Party shall promptly return or destroy all Confidential
Information received from the Disclosing Party, including any copies or derivative works
thereof.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of
[State/Country]. Any disputes arising from or relating to the interpretation or enforcement of this
Agreement shall be settled by arbitration in accordance with the rules of the [Arbitration
Institution], with the venue and language of arbitration agreed upon by both Parties.

7. Entire Agreement and Amendment

This Agreement constitutes the entire understanding between the Parties regarding the subject
matter and supersedes all prior agreements, whether written or oral. Amendments or
modifications to this Agreement must be in writing and signed by both Parties.

Please review this Agreement carefully. If you agree to the terms and conditions stated herein,
please sign and return a copy of this letter to indicate your acceptance. This Agreement shall
become effective upon receipt of the signed copy by the Disclosing Party.

Thank you for your attention to this matter. We look forward to a mutually beneficial and
confidential business relationship.

Sincerely,

[Your Name]
[Your Title]
[Your Company Name]

I, [Recipient's Name], hereby confirm that I have read and understood the terms and conditions
of the Non-Disclosure and Confidentiality Agreement described in this letter and agree to be
bound by its terms.

Signature: ___________________
Printed Name: ________________
Date: _____________________