NDA Generator

NON-DISCLOSURE AGREEMENT

Date: February 25, 2026

This Non-Disclosure Agreement ("Agreement") is entered into by and between:

1. [PARTY 1] ("Disclosing Party" / "Receiving Party")
2. [PARTY 2] ("Disclosing Party / Receiving Party")

This is a MUTUAL Non-Disclosure Agreement. Both parties may disclose and receive Confidential Information.

PURPOSE: The parties wish to explore discussing potential business collaboration ("Purpose") and in connection with this Purpose, may need to disclose certain confidential and proprietary information.

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by either party to the other party, whether orally, in writing, electronically, or by inspection, including but not limited to: trade secrets, business plans, financial information, customer lists, technical data, inventions, processes, designs, software, and any other proprietary information.

2. OBLIGATIONS OF BOTH PARTIES
Each party agrees to:
   a) Hold all Confidential Information in strict confidence;
   b) Not disclose Confidential Information to any third parties without prior written consent;
   c) Use Confidential Information solely for the Purpose described above;
   d) Take reasonable measures to protect the secrecy of the Confidential Information;
   e) Limit access to Confidential Information to employees and agents who have a need to know.

3. EXCLUSIONS
Confidential Information does not include information that:
   a) Is or becomes publicly available through no fault of the Receiving Party;
   b) Was known to the Receiving Party prior to disclosure;
   c) Is independently developed by the Receiving Party without use of Confidential Information;
   d) Is rightfully received from a third party without restriction on disclosure;
   e) Is required to be disclosed by law or court order (with prompt notice to the Disclosing Party).

4. DURATION
This Agreement shall remain in effect for a period of 2 year(s) from the date first written above. The obligations regarding Confidential Information shall survive termination for an additional period of 2 year(s).

5. RETURN OF MATERIALS
Upon termination of this Agreement or upon request, each party shall promptly return or destroy all Confidential Information and any copies thereof.

6. NO LICENSE
Nothing in this Agreement grants either party any license or rights in the Confidential Information, except as expressly stated herein.

7. REMEDIES
The parties acknowledge that any breach of this Agreement may cause irreparable harm, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.

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


_______________________________          _______________________________
[PARTY 1]                                   [PARTY 2]
Date: _______________                    Date: _______________

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