NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [AGREEMENT DATE], by and between:

Disclosing Party: [DISCLOSING PARTY FULL LEGAL NAME], with its principal place of business at [DISCLOSING PARTY ADDRESS];

and

Receiving Party: [RECEIVING PARTY FULL LEGAL NAME], with its principal place of business at [RECEIVING PARTY ADDRESS].

1. PURPOSE

The Parties wish to explore a potential business relationship concerning [DESCRIBE PURPOSE] ("Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to: business plans, financial data, trade secrets, technical information, client lists, pricing information, and proprietary processes.

3. OBLIGATIONS OF RECEIVING PARTY