Free Massachusetts 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], with a principal place of business at [ADDRESS] ("Disclosing Party"), and [RECEIVING PARTY NAME], with a 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 and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, 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. This includes, but is not limited to, business plans, customer lists, financial data, software code, trade secrets, and marketing strategies.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information from unauthorized disclosure. The Receiving Party shall not use the Confidential Information for any purpose other than the Purpose defined in Section 2.

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