This Non-Disclosure Agreement ("Agreement") is entered into as of
by and between
("Disclosing Party") and
("Receiving Party").
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall mean all information or material that has or could have commercial value or other utility, which is disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is not generally known to the public.
2. Obligations of Receiving Party
To hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Not to disclose any Confidential Information to any third party without prior written authorization by the Disclosing Party.
Not to copy, reproduce, or otherwise use the Confidential Information except as expressly permitted by the Disclosing Party.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
Is received from a third party without breach of any obligation of confidentiality.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
4. Term
This Agreement shall continue in effect for a period of
years from the date first above written, unless earlier terminated in writing by either party.
5. Miscellaneous
This Agreement constitutes the entire understanding between the parties.