Free General US NDA and Confidentiality Agreement

1. PARTIES

This Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between [PARTY A NAME], located at [PARTY A ADDRESS] ("Disclosing Party"), and [PARTY B NAME], located at [PARTY B ADDRESS] ("Receiving Party"). Collectively, the parties may be referred to as the "Parties" and individually as a "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 and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and technical specifications. Confidential Information shall be marked as "Confidential" or, if disclosed orally, identified as confidential at the time of disclosure and summarized in writing within thirty (30) days.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence and take all reasonable precautions to protect it; (b) use the Confidential Information solely for the Purpose; and (c) not disclose such information to any third party without prior written consent, except to employees or consultants who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

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