Non-Disclosure Agreement Generator

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of 2026-11-06 (the "Effective Date"), by and between Acme Corp. and Jane Doe.

WHEREAS, Acme Corp. and Jane Doe (each a "Party" and collectively the "Parties") wish to explore, participate in, and/or engage in evaluating a potential business relationship (the "Purpose"), and in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including but not limited to business plans, financial information, technical data, trade secrets, know-how, product designs, customer lists, and any other information related to the Purpose.

2. OBLIGATIONS OF RECEIVING PARTY
Each Receiving Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use such Confidential Information solely for the Purpose; and (d) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than a reasonable degree of care.

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 prior to disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; (d) is independently developed without use of or reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where legally permitted so as to allow the Disclosing Party to seek a protective order.

4. TERM
This Agreement shall remain in effect for a period of 2 year(s) from the Effective Date, unless earlier terminated by either Party upon written notice. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of 2 year(s), or until the Confidential Information no longer qualifies as confidential, whichever is longer.

5. RETURN OF MATERIALS
Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all documents, materials, and copies thereof containing Confidential Information, and certify such destruction if requested.

6. NO LICENSE OR OWNERSHIP RIGHTS
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information disclosed hereunder, except as necessary to evaluate or carry out the Purpose. All Confidential Information remains the property of the Disclosing Party.

7. REMEDIES
The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy, and that the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, discussions, and understandings, whether written or oral, relating thereto. This Agreement may only be amended in a writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.


PARTY A: Acme Corp.

Signature: _______________________________

Name: _______________________________

Date: _______________________________


PARTY B: Jane Doe

Signature: _______________________________

Name: _______________________________

Date: _______________________________