Professional Non-Disclosure Agreement Template

This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE]:
Disclosing Party: [NAME/COMPANY] ("Discloser")
Receiving Party: [NAME/COMPANY] ("Recipient")
[FOR MUTUAL NDA: Both parties may disclose and receive Confidential Information]

The parties wish to explore a potential business relationship regarding:
[DESCRIPTION OF PURPOSE]
In connection with this purpose, one or both parties may disclose Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to:
  - Business plans, strategies, and financial information
  - Technical data, trade secrets, and know-how
  - Customer and supplier information
  - Marketing plans and pricing information
  - Software, designs, and product plans
  - Any information marked "Confidential" or disclosed under circumstances indicating confidentiality

Confidential Information does NOT include information that:
  a) Is or becomes publicly available through no fault of Recipient
  b) Was known to Recipient prior to disclosure, as evidenced by written records
  c) Is rightfully obtained by Recipient from a third party without restriction
  d) Is independently developed by Recipient without use of Confidential Information
  e) Is required to be disclosed by law, provided Recipient gives prompt notice

Recipient agrees to:
  a) Hold Confidential Information in strict confidence
  b) Use Confidential Information only for the Purpose stated above
  c) Not disclose Confidential Information to third parties without written consent
  d) Limit access to employees/contractors with a need to know who are bound by similar obligations
  e) Protect Confidential Information with at least the same care used for own confidential information, but no less than reasonable care

This Agreement is effective from the date above
Confidentiality obligations survive for [X] years from the date of disclosure
Either party may terminate with [X] days written notice
Termination does not affect obligations regarding previously disclosed information

Upon request or termination, Recipient will:
  a) Return all Confidential Information and copies, OR
  b) Destroy all Confidential Information and certify destruction in writing
  c) Exception: Recipient may retain one copy for legal compliance purposes
Return/destruction must be completed within [X] days of request

Nothing in this Agreement grants Recipient any rights to Discloser's intellectual property
All Confidential Information remains the property of Discloser
No license, implied or otherwise, is granted by this Agreement

Recipient acknowledges that breach may cause irreparable harm
Discloser is entitled to seek injunctive relief without posting bond
Remedies are cumulative and in addition to any other legal remedies
Prevailing party in any dispute is entitled to reasonable attorney's fees

Governing Law: [STATE/JURISDICTION]
Entire Agreement: This is the complete agreement on this subject
Amendments: Must be in writing signed by both parties
Assignment: May not be assigned without written consent
Severability: Invalid provisions do not affect remaining terms

Both parties agree to the terms above.
Discloser: _________________ Date: _________
Recipient: _________________ Date: _________