Free California NDA and Confidentiality Agreement

1. PARTIES

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between [PARTY A NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ("Disclosing Party"), and [PARTY B NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ("Receiving Party").

2. PURPOSE

The parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

3. 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, including without limitation documents, prototypes, samples, plant and equipment, software, algorithms, business plans, customer lists, and financial data, that is designated as "confidential" or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4. EXCLUSIONS

Confidential Information shall not include information that: (a) is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

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