Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is made and entered into as of , by and between:

• Disclosing Party:
• Consultant (Receiving Party):

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall mean any data or information, oral or written, disclosed by the Disclosing Party to the Consultant that is not generally known to the public and that the Disclosing Party considers to be proprietary.

2. Obligations of Consultant

• Maintain the confidentiality of the Confidential Information and not disclose it to any third party without prior written consent of the Disclosing Party.
• Use the Confidential Information solely to perform consulting services as agreed between the parties.
• Take reasonable measures to protect the confidentiality of the Confidential Information.

3. Exclusions

The Consultant's obligations shall not apply to information that:

• Is or becomes publicly available without breach of this Agreement;
• Was rightly received from a third party without restriction;
• Is independently developed without use of the Confidential Information;
• Is required to be disclosed by law or court order.

4. Term

This Agreement and the Consultant’s duty to hold Confidential Information in confidence remain in effect for a period of years from the date of disclosure.

5. Return of Materials

Upon termination of this Agreement or upon request, the Consultant shall return or destroy all materials containing Confidential Information.

6. No License

Nothing in this Agreement shall be construed as granting any rights to the Consultant under any patent, copyright, or other intellectual property right of the Disclosing Party.

7. Governing Law

This Agreement shall be governed by the laws of .