Free New York Non-Disclosure Agreement

1. PARTIES

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [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. DEFINITIONS

2.1 "Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including but not limited to business plans, financial data, trade secrets, customer lists, technical information, and intellectual property.

2.2 "Purpose" means the evaluation or discussion of a potential business relationship between the Parties.

3. OBLIGATIONS

3.1 Each Receiving Party agrees to hold the Disclosing Party's Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party.

3.2 The Receiving Party shall use the Confidential Information solely for the Purpose and shall protect it with the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party; or (d) is rightfully received from a third party without restriction.

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