This Non-Disclosure Agreement ("Agreement") is made and entered into as of by and between ("Client") and ("Contractor").

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means any data or information, oral or written, disclosed by the Client to the Contractor that is not generally known to the public and which the Contractor understands is proprietary.

2. Obligations of Contractor

Contractor will not use the Confidential Information for any purpose except as required to perform the services for the Client.
Contractor will not disclose Confidential Information to any third party without the prior written consent of the Client.
Contractor shall take reasonable measures to protect and maintain the confidentiality of the Confidential Information.

3. Exclusions

Confidential Information does not include information that:

Is or becomes publicly known through no breach of this Agreement,
Is received from a third party without breach of any obligation of confidentiality,
Is independently developed by the Contractor without use of or reference to the Client’s Confidential Information.

4. Term

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

5. Return of Materials

Upon the request of the Client, the Contractor 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 Contractor, by license or otherwise, to any of the Client’s Confidential Information.

7. Governing Law

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