Software Development Non-Disclosure Agreement (NDA)

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

• Disclosing Party:
• Receiving Party:

Collectively referred to as the "Parties".

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any data or information related to software development disclosed by the Disclosing Party to the Receiving Party, in any form, that is not generally known to the public.

2. Obligations of Receiving Party

• To maintain strict confidentiality of the Confidential Information;
• Not to disclose the Confidential Information to any third party;
• Not to use the Confidential Information for any purpose other than the Project.

3. Exclusions

Confidential Information does not include information that:

1. Is or becomes publicly known through no fault of the Receiving Party;
2. Is lawfully received from a third party without breach of this Agreement;
3. Is independently developed by the Receiving Party;
4. Is disclosed with prior written approval by the Disclosing Party.

4. Term

This Agreement and the obligations of confidentiality shall remain in effect for years from the date of disclosure.

5. Return of Materials

Upon request, the Receiving Party will promptly return or destroy all copies of Confidential Information.

6. No License

Nothing in this Agreement grants the Receiving Party any rights to or interest in the Confidential Information except as expressly set out herein.

7. Governing Law

This Agreement shall be governed by the laws of .

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements.