This Unilateral Non-Disclosure Agreement ("Agreement") is made and entered into as of (the "Effective Date") by and between:
Discloser:
Recipient:
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by Discloser to Recipient, in any form, whether oral, written, electronic, or otherwise, including but not limited to business plans, strategies, financial information, customer data, technical data, and other information designated as confidential.
Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Discloser. Recipient agrees not to use Confidential Information for any purpose other than as required to evaluate or engage in discussions concerning a potential business relationship. Recipient shall not disclose, publish, or otherwise reveal any of the Confidential Information to any third party whatsoever except with the specific prior written authorization of Discloser.
The obligations herein shall not apply to information that: (a) is or becomes publicly known through no act of Recipient; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by Recipient; or (d) is disclosed under the order of a court or governmental agency.
This Agreement and Recipient’s duty to hold the Confidential Information in confidence remain in effect for a period of years from the Effective Date.
Upon Discloser’s written request, Recipient shall promptly return or destroy all documents and materials containing Confidential Information.
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements. Any amendments must be made in writing and signed by both parties. This Agreement shall be governed by the laws of .