Free New York NDA Template

1. PARTIES

This Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between [PARTY A NAME], a [entity type] with its principal place of business at [PARTY A ADDRESS] ("Disclosing Party"), and [PARTY B NAME], a [entity type] with its principal place of business at [PARTY B ADDRESS] ("Receiving Party"). Each party may be referred to individually as a "Party" and collectively as the "Parties."

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. This Agreement sets forth the terms under which such information shall be protected.

3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, trade secrets, customer lists, technical specifications, and marketing strategies. Confidential Information includes all copies, notes, and derivatives thereof.

4. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use the Confidential Information solely for the Purpose; (c) not disclose it to any third party without prior written consent; and (d) protect it with the same degree of care as it uses for its own similar information, but in no event less than reasonable care. The Receiving Party shall limit access to employees, agents, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

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