Telecom Expense Management Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("Agreement") is entered into as of the date of signature below, by and between:

Disclosing Party:

Receiving Party:

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" refers to any data, materials, or information related to telecom expense management, including but not limited to business plans, pricing, software, documentation, processes, and all other proprietary information disclosed by the Disclosing Party.

2. Obligation of Confidentiality

The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to not disclose, copy, or distribute any such information to third parties without the prior written consent of the Disclosing Party.

3. Exclusions

Confidential Information does not include information which:

1. Was already known by the Receiving Party without an obligation of confidentiality,
2. Is or becomes publicly known through no wrongful act of the Receiving Party,
3. Is received from a third party without breach of this Agreement,
4. Is independently developed by the Receiving Party without use of the disclosed Confidential Information.

4. Term

This Agreement and the Receiving Party’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 request, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.

6. No License

Nothing in this Agreement shall be construed as granting any license or rights under any intellectual property right.

7. Governing Law

This Agreement shall be construed and governed in accordance with the laws of .

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions regarding the subject matter.