NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"), by and between:

[DISCLOSING PARTY NAME], a [Type of Entity] organized and existing under the laws of [State/Country of Organization], with its principal place of business at [Disclosing Party Address] (hereinafter referred to as "Discloser");

AND

[RECEIVING PARTY NAME], a [Type of Entity] organized and existing under the laws of [State/Country of Organization], with its principal place of business at [Receiving Party Address] (hereinafter referred to as "Recipient").

WHEREAS, Discloser possesses certain valuable proprietary technology, including but not limited to [Brief Description of Technology], which Discloser desires to license to Recipient; and

WHEREAS, in connection with potential discussions regarding such a license (the "Purpose"), Discloser may disclose to Recipient certain confidential and proprietary information; and

WHEREAS, Recipient desires to receive such confidential information solely for the Purpose and agrees to protect its confidentiality.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1. "Confidential Information" shall mean any and all non-public information, whether commercial, financial, technical or otherwise, disclosed by Discloser to Recipient, directly or indirectly, in writing, orally, visually, or by any other means, and whether or not marked as confidential. Confidential Information includes, but is not limited to, the following:

    (a)  Technical Information: Specifications, designs, prototypes, software code, algorithms, data structures, research and development plans, schematics, engineering documents, manufacturing processes, formulas, inventions, patents (pending or granted), trade secrets, know-how, and any other technical data relating to Discloser's technology.

    (b)  Business Information: Marketing plans, business strategies, financial data, customer lists, vendor lists, pricing information, product roadmaps, and any other non-public business information.

    (c)  Third-Party Information: Information received by Discloser from third parties that Discloser is obligated to treat as confidential.

1.2. Confidential Information shall not include information that:

    (a)  was publicly known or generally available in the public domain at the time of disclosure to Recipient;

    (b)  becomes publicly known or generally available through no act or omission of Recipient;

    (c)  was already in Recipient's possession prior to disclosure by Discloser, as evidenced by written records;

    (d)  is lawfully obtained by Recipient from a third party without breach of any confidentiality obligation;

    (e)  is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as evidenced by written records.

ARTICLE 2. OBLIGATIONS OF RECIPIENT

2.1. Non-Disclosure: Recipient agrees to hold all Confidential Information in strict confidence and shall not, without the prior written consent of Discloser, disclose or permit the disclosure of any Confidential Information to any third party.

2.2. Limited Use: Recipient shall use the Confidential Information solely for the Purpose of evaluating a potential technology license from Discloser and for no other purpose whatsoever.

2.3. Protection: Recipient shall take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, which measures shall be at least as stringent as those Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

2.4. Permitted Disclosure: Recipient may disclose Confidential Information only to those of its employees, officers, directors, and professional advisors (collectively, "Representatives") who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

2.5. Notification of Breach: Recipient shall promptly notify Discloser in writing upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement, and will cooperate with Discloser to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

ARTICLE 3. TERM AND TERMINATION

3.1. Term: This Agreement shall become effective on the Effective Date and shall continue in full force and effect for a period of [Number] years from the Effective Date, irrespective of whether the parties enter into a licensing agreement.

3.2. Survival: Recipient's obligations under Article 2 (Obligations of Recipient) shall survive the termination or expiration of this Agreement for a period of [Number] years from the date of disclosure of the respective Confidential Information. For trade secrets, the obligations shall survive indefinitely as long as the information remains a trade secret.

3.3. Return of Information: Upon the request of Discloser, or upon the termination or expiration of this Agreement, Recipient shall promptly return to Discloser or destroy (at Discloser's option) all Confidential Information, including all copies, reproductions, and summaries thereof, whether in electronic or physical form. Recipient shall provide a written certification of such destruction upon request.

ARTICLE 4. NO LICENSE; NO REPRESENTATION OR WARRANTY

4.1. No License: Nothing in this Agreement shall be construed as granting any license or right under any patents, copyrights, trademarks, or other intellectual property rights of Discloser, nor shall it obligate Discloser to enter into any further agreement.

4.2. No Warranty: All Confidential Information is provided "AS IS." Discloser makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of the Confidential Information.

ARTICLE 5. REMEDIES

5.1. Equitable Relief: Recipient acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that Discloser shall be entitled to seek injunctive relief, specific performance, or other equitable relief, without the necessity of posting a bond or other security, in addition to any other remedies available at law or in equity.

ARTICLE 6. GENERAL PROVISIONS

6.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.

6.2. Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County/City, State/Country] for the resolution of any disputes arising out of or relating to this Agreement.

6.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

6.4. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

6.5. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

6.6. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6.7. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

DISCLOSER:

[DISCLOSING PARTY NAME]

By: ___

Name: [Discloser Signatory Name]

Title: [Discloser Signatory Title]

RECEIVING PARTY:

[RECEIVING PARTY NAME]

By: ___

Name: [Recipient Signatory Name]

Title: [Recipient Signatory Title]