Free NDA Generator (Non-Disclosure Agreement)

1. Purpose

The Parties wish to explore a potential business relationship (the "Purpose"), in connection with which each Party may disclose to the other certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any non-public information, in any form, disclosed by one Party (the "Discloser") to the other (the "Recipient"), whether marked confidential or not, including but not limited to business plans, financial information, customer lists, technical data, source code, product designs, marketing plans, and trade secrets.

3. Exclusions

Confidential Information does not include information that:

• is or becomes publicly available through no breach of this Agreement;
• was known to the Recipient prior to disclosure without confidentiality obligation;
• was independently developed by the Recipient without use of Confidential Information;
• is rightfully obtained from a third party without confidentiality restriction;
• is required to be disclosed by law, subpoena or court order, provided the Recipient gives prompt notice.

4. Obligations

The Recipient shall (a) use Confidential Information solely for the Purpose; (b) protect it using the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) limit access to employees, contractors and advisers who have a need to know and are bound by written confidentiality obligations at least as strict as those set out in this Agreement.

5. Term

This Agreement shall commence on the Effective Date and continue for 3 years. The obligations of confidentiality shall survive for the same period following any termination or expiration.

6. Return or Destruction

Upon written request or termination, the Recipient shall promptly return or destroy all Confidential Information in its possession, including copies, and certify such destruction in writing if requested.

7. No License

Nothing in this Agreement grants any right or license, express or implied, to any intellectual property of the Discloser other than the limited right to use Confidential Information for the Purpose.

8. Remedies

The Recipient acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are inadequate, and that the Discloser shall be entitled to seek injunctive relief in addition to any other available remedies.

9. Governing Law

This Agreement shall be governed by the laws of California, USA, without regard to conflict-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located therein.