Quote from chief_editor on January 16, 2026, 7:01 am

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date]

by and between:

Party A
Name: __________________________
Address: _______________________

and

Party B
Name: __________________________
Address: _______________________

(each a “Party” and collectively the “Parties”).

1. Purpose

The Parties wish to engage in discussions regarding [brief description of purpose, e.g. potential business cooperation / supply of products / commercial transaction] (the “Purpose”). In connection with the Purpose, each Party may disclose certain confidential information to the other.

2. Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, electronic, or other form, including but not limited to business plans, pricing, commercial terms, product specifications, samples, drawings, technical data, supplier or customer information, financial or operational information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

a) use the Confidential Information solely for the Purpose;
b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
c) take reasonable measures to protect the confidentiality of the Confidential Information, no less than those used to protect its own confidential information.

4. Exclusions

Confidential Information does not include information that:

a) is or becomes publicly available through no fault of the Receiving Party;
b) was lawfully known by the Receiving Party prior to disclosure;
c) is independently developed by the Receiving Party without use of the Confidential Information;
d) is required to be disclosed by law or regulation, provided that the Receiving Party gives reasonable notice to the Disclosing Party where legally permitted.

5. No License or Obligation

Nothing in this Agreement shall be construed as granting any license, ownership, or other rights to the Confidential Information, except for the limited right to use such information for the Purpose.

6. Term

This Agreement shall commence on the Effective Date and remain in effect for [two (2) to five (5)] years, unless terminated earlier by written notice. The confidentiality obligations shall survive termination of this Agreement for the same period.

7. Return or Destruction

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, except where retention is required by applicable law.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of law principles.

9. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to confidentiality and supersedes all prior discussions or agreements relating thereto.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Party A

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________

Party B

Signature: _______________________
Name: __________________________
Title: __________________________
Date: __________________________