Free Illinois Non-Disclosure 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 [DISCLOSING PARTY NAME], located at [ADDRESS] ("Disclosing Party"), and [RECEIVING PARTY NAME], located at [ADDRESS] ("Receiving Party").

2. PURPOSE

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

3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include 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, customer lists, financial data, software code, trade secrets, and marketing strategies. This definition is intended to be interpreted broadly to protect the Disclosing Party's legitimate business interests under Illinois law.

4. EXCLUSIONS

Confidential Information does 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 them prior to receipt from the Disclosing Party; or (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

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