NON-DISCLOSURE AGREEMENT (NDA)
Generated: 2026-02-13
IMPORTANT NOTICE
This template supports drafting and operational alignment, but it is not legal advice. Local law, industry regulation, and employment restrictions may require additional mandatory language.
1. PARTIES, EFFECTIVE DATE, AND PURPOSE
This Agreement is effective on 2026-02-13 between [disclosing party] (LLC) and [receiving party] (LLC).
Business purpose: Evaluate a potential commercial and technical collaboration.. NDA structure: Mutual.
This is a mutual NDA. Each party may disclose Confidential Information and each party must protect the other's Confidential Information.
2. CONFIDENTIAL INFORMATION DEFINITION
Highly Confidential information means: Confidential Information includes non-public business, technical, financial, legal, product, customer, vendor, and strategic information disclosed in any form.
3. PERMITTED USE AND ACCESS CONTROL
Receiving Party may use Confidential Information solely to evaluate or perform the stated business purpose and for no other purpose.
Access is limited to employees, officers, contractors, and advisors with a strict need-to-know and written confidentiality obligations.
4. SECURITY AND INCIDENT OBLIGATIONS
Receiving Party must use at least commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information.
Receiving Party must notify Disclosing Party of any actual or suspected unauthorized access/disclosure without undue delay and no later than 48 hours after discovery.
5. EXCLUSIONS
Confidential Information excludes information that is public, already known without restriction, independently developed, or lawfully received from a third party without duty of confidentiality.
6. LEGALLY COMPELLED DISCLOSURE
If legally compelled to disclose, Receiving Party will provide prompt notice (when legally permitted) and cooperate in seeking protective treatment.
7. TERM AND SURVIVAL
Confidentiality obligations apply for 3 years from the effective date. Trade secret and equivalent protected information survives for 5 years or as otherwise required by law.
8. RETURN, DESTRUCTION, AND RETENTION
Upon written request or termination, Receiving Party will promptly return or destroy Confidential Information, except archived copies retained per law/security policy.
Unless otherwise required by law, completion must occur within 10 days of written request.
9. NO LICENSE, OWNERSHIP, AND RESERVED RIGHTS
No license or ownership rights are granted except limited use rights expressly stated in this agreement.
10. REMEDIES AND ENFORCEMENT
Unauthorized disclosure may cause irreparable harm, and Disclosing Party may seek injunctive relief in addition to other remedies.
In any action to enforce this Agreement, the prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by law.
11. OPTIONAL RESTRICTIVE COVENANTS
Non-solicit is not enabled in this draft.
Non-circumvent is not enabled in this draft.
12. ASSIGNMENT, GOVERNING LAW, AND DISPUTE METHOD
Neither party may assign this Agreement without prior written consent, except to a successor in connection with merger, acquisition, or sale of substantially all assets.
Governing law: [state], venue/county: [county]. Dispute method: Court Litigation.
13. NOTICES
Disclosing notice address: [address] | Email: [email]
Receiving notice address: [address] | Email: [email]
14. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement is the complete understanding concerning confidential information exchange and supersedes prior discussions. Any amendment must be in writing and signed by authorized representatives of both parties.
15. ADDITIONAL TERMS
No additional negotiated terms entered.
16. KEY TERMS SUMMARY (TABLE)
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NDA Type |Mutual
Purpose |Evaluate a potential commercial and technical collaboration.
Classification |Highly Confidential
Disclosing Party |- (LLC)
Receiving Party |- (LLC)
Primary Term |3 years
Trade Secret Survival |5 years
Breach Notice |48 hours
Dispute Method |Court Litigation
Governing Law |- / -
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17. EXECUTION CHECKLIST (TABLE)
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Business purpose documented |Yes
Confidential categories defined |Yes
Notice addresses and emails entered |Yes
Security and breach notice obligations set |Yes
Remedies and venue clauses set |Yes
Signatory names completed |No
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18. SIGNATURES
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DISCLOSING SIGN: __________________ |RECEIVING SIGN: __________________
DATE: 2026-02-13 |DATE: 2026-02-13
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Witness (optional): __________________