NDA Generator

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of 2026-05-20 by and between:

Acme Corp ("Disclosing Party"), located at 123 Main Street, City, State 12345, and
Jane Doe ("Receiving Party"), located at 456 Oak Avenue, City, State 67890.

1. PURPOSE
The parties wish to explore evaluating a potential business relationship including product development, partnership, and / or investment (the "Purpose"). In connection with the Purpose, Acme Corp may disclose to Jane Doe certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by Acme Corp to Jane Doe, whether orally, in writing, or electronically, that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature.
Confidential Information includes (without limitation): business plans, financial information, customer lists, trade secrets, technical data, source code, designs, product roadmaps, pricing, marketing strategies, and proprietary processes.

3. EXCLUSIONS
Confidential Information does NOT include information that:
(a) is or becomes publicly known through no fault of the Receiving Party;
(b) was in the Receiving Party's possession before disclosure, without confidentiality obligation;
(c) is rightfully received from a third party without restriction;
(d) is independently developed by the Receiving Party without reference to the Confidential Information.

4. OBLIGATIONS
The Receiving Party agrees to:
(a) hold the Confidential Information in strict confidence;
(b) use the same degree of care to protect it as the Receiving Party uses for its own confidential information, and no less than reasonable care;
(c) use the Confidential Information solely for the Purpose;
(d) not disclose it to any third party without prior written consent, except to employees / advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement;
(e) not reverse-engineer, decompile, or attempt to derive the underlying source of any Confidential Information.

5. TERM
This Agreement shall remain in effect for 3 years from the date first written above. Confidentiality obligations shall survive termination for an additional 3 years (or indefinitely for trade secrets, to the extent permitted by law).

6. RETURN OF MATERIALS
Upon written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, including copies and derivatives, and certify such return / destruction in writing.

7. NO LICENSE
Nothing in this Agreement grants any license or right under any intellectual-property right of either party. All Confidential Information remains the property of the Disclosing Party.

8. NO WARRANTY
Confidential Information is provided "AS IS" without warranty of accuracy or completeness.

9. REMEDIES
The parties acknowledge that breach of this Agreement may cause irreparable harm not adequately compensated by monetary damages. The non-breaching party is entitled to seek injunctive relief in addition to other available remedies, without posting bond.

10. GOVERNING LAW
This Agreement is governed by the laws of Delaware, USA, without regard to conflict-of-law principles.

11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior negotiations.

SIGNATURES

Acme Corp

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Signature                                       Date: 2026-05-20


Jane Doe

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Signature                                       Date: 2026-05-20