NON-DISCLOSURE AGREEMENT

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

Discloser: ___________, a ___________, located at ___________. Email: ___________.

Recipient: ___________, a ___________, located at ___________. Email: ___________.

I. CONFIDENTIAL INFORMATION

Confidential Information means any non-public information disclosed by Discloser to Recipient, whether orally, in writing, or by any other means, including but not limited to business strategies, financial data, technical information, customer lists, trade secrets, and intellectual property.

II. OBLIGATIONS

Recipient agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose to any third party; (c) use only for the purpose of evaluating a potential business relationship; (d) protect with at least the same degree of care used for its own confidential information.

III. EXCLUSIONS

Obligations do not apply to information that: (a) is or becomes public through no breach by Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) is independently developed by Recipient; (d) is required to be disclosed by law or court order.

IV. TERM

This Agreement begins on ___________ and continues for 2 years unless terminated earlier by written agreement.

V. NO LICENSE

Nothing in this Agreement grants Recipient any rights in or to the Confidential Information except as expressly set forth herein.

VI. GOVERNING LAW

This Agreement is governed by the laws of the State of ___________. Disputes shall be resolved in ___________ County, ___________.

VII. NOTICES

Discloser notices: ___________. Recipient notices: ___________.

VIII. SIGNATURES

DISCLOSER: Signature: ________________________ Name: ___________ Title: ___________ Date: ___________

RECIPIENT: Signature: ________________________ Name: ___________ Title: ___________ Date: ___________