The purpose of this Agreement is to protect the Disclosing Party's information while the Receiving Party evaluates whether to enter into the Potential Deal (the "Purpose").

This Agreement is one-way. Only the Disclosing Party's information is protected, and only the Receiving Party takes on confidentiality obligations.

The Disclosing Party does not have to share any particular information. It may decide what to share, how much to share, and when to stop sharing, in its sole discretion.

Neither Party has to proceed with the Potential Deal. Either Party may end discussions at any time and for any reason. Ending discussions does not end the Receiving Party's obligations under this Agreement.

This Agreement does not create a partnership, joint venture, agency, or employment relationship. It also does not require either Party to sign any further agreement.

Any binding agreement about the Potential Deal must be in a separate written document signed by both Parties. Until then, neither Party can rely on any statement, proposal, or course of dealing as a commitment.

"Confidential Information" means all information the Disclosing Party or its Representatives share with the Receiving Party or its Representatives, before, on, or after the Effective Date. This includes information shared in writing, orally, electronically, visually, by demonstration, or in any other form. It does not matter whether the information is marked or identified as confidential.

Confidential Information includes, for example: business plans, strategies, and forecasts; financial information, pricing, and costs; customer, supplier, and partner information; products, services, and product plans; technology, software, source code, designs, inventions, know-how, and trade secrets; marketing and sales information; personnel information; and the terms of the Potential Deal.

Confidential Information also includes any notes, analyses, summaries, compilations, studies, or other materials that the Receiving Party or its Representatives prepare and that contain, reflect, or are based on information from the Disclosing Party (the "Derivative Materials").

Confidential Information also includes information the Receiving Party learns by visiting the Disclosing Party's premises or by accessing its systems, facilities, or personnel.

The fact that the Parties are discussing the Potential Deal, and the status and content of those discussions, are also Confidential Information. The Receiving Party will not disclose them without the Disclosing Party's prior written consent.

"Representatives" means a Party's directors, officers, employees, and professional advisers (such as lawyers, accountants, and financial advisers) who need to know the Confidential Information for the Purpose. For the Receiving Party, Representatives also include [any other permitted categories, such as financing sources, if approved in writing by the Disclosing Party].

If a law, regulation, court order, subpoena, or government authority requires the Receiving Party or any of its Representatives to disclose Confidential Information, the Receiving Party must notify the Disclosing Party in writing promptly, and before any disclosure is made, to the extent the law allows.

The Receiving Party must cooperate with the Disclosing Party, at the Disclosing Party's request, so that the Disclosing Party can seek a protective order or other remedy. The Receiving Party will not oppose any reasonable effort by the Disclosing Party to limit the disclosure.

If no protective order is obtained, the Receiving Party may disclose only the part of the Confidential Information that its legal counsel advises in writing is legally required to be disclosed.

When making a required disclosure, the Receiving Party must use reasonable efforts to get assurance that the information will be treated confidentially.

Information disclosed under this section stays Confidential Information for all other purposes under this Agreement.

Nothing in this Agreement prevents any person from reporting a possible violation of law to a government agency or from making disclosures that the law protects. No notice to the Disclosing Party is required in those cases.

Confidential Information does not include information that the Receiving Party can show, with written records, falls into one of the exceptions in this section.

Information that is, or becomes, generally available to the public, other than as a result of a disclosure by the Receiving Party or its Representatives in breach of this Agreement.

Information that the Receiving Party lawfully had before receiving it from the Disclosing Party, without any duty to keep it confidential.

Information that the Receiving Party lawfully receives from a third party who, to the Receiving Party's knowledge after reasonable inquiry, had the right to share it and was not under a duty of confidentiality.

Information that the Receiving Party develops independently, without using or referring to any Confidential Information, and by personnel who had no access to Confidential Information.

Information does not fall within an exception just because some parts of it are public or known to the Receiving Party. A combination of features or details is not excluded unless the combination itself is public or known to the Receiving Party.

The Receiving Party has the burden of proving that an exception applies.

The Receiving Party may use Confidential Information only for the Purpose. It may not use Confidential Information for any other reason, including to compete with the Disclosing Party, to solicit its customers or suppliers, or to gain any business advantage.

The Receiving Party may share Confidential Information only with its Representatives who need to know it for the Purpose. Before sharing, the Receiving Party must inform them that the information is confidential and ensure that they are bound by confidentiality duties at least as protective as those in this Agreement.

The Receiving Party is responsible for any act or failure to act by its Representatives that would be a breach of this Agreement if the Receiving Party had done it.

The Receiving Party must not copy or reproduce Confidential Information except as reasonably needed for the Purpose. All copies remain Confidential Information.

The Receiving Party must not reverse engineer, decompile, or disassemble any software, prototypes, samples, or other items provided by the Disclosing Party. It must not try to work out their composition or underlying structure.

The Receiving Party must not contact any employee, customer, supplier, or business partner of the Disclosing Party about the Potential Deal or the Confidential Information without the Disclosing Party's prior written consent. Contact must go through [name and title of the Disclosing Party's designated contact].

For [non-solicitation period, e.g., 12 months] after the Effective Date, the Receiving Party will not directly solicit for employment any employee of the Disclosing Party with whom it had contact, or of whom it became aware, through the Potential Deal. General job advertisements that do not target the Disclosing Party's employees are allowed.

All Confidential Information is and stays the property of the Disclosing Party.

This Agreement does not give the Receiving Party any license or other right to any patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party, except the limited right to use Confidential Information for the Purpose.

Any feedback, suggestions, or ideas the Receiving Party gives about the Confidential Information may be used freely by the Disclosing Party without any duty or payment to the Receiving Party.

The Disclosing Party provides Confidential Information "as is." It makes no promises or warranties of any kind about its accuracy, completeness, performance, or fitness for any purpose, and makes no promise that it does not infringe the rights of others.

The Disclosing Party and its Representatives will not be liable for any use of, or reliance on, the Confidential Information by the Receiving Party or its Representatives.

Only those representations and warranties that are included in a final, signed agreement about the Potential Deal will have any legal effect, subject to the terms of that agreement.

The Receiving Party must protect Confidential Information with at least the same degree of care it uses to protect its own similar information. In any case, that degree of care must never be less than reasonable care.

The Receiving Party must keep Confidential Information in secure locations and systems. It must use appropriate physical, technical, and organizational safeguards to prevent unauthorized access, use, copying, or disclosure.

The Receiving Party must restrict access to Confidential Information to Representatives who are permitted to receive it under this Agreement. It must keep a record of the Representatives who have received Confidential Information and give that record to the Disclosing Party on request.

The Receiving Party must notify the Disclosing Party in writing promptly, and in any event within [number] days, after becoming aware of any actual or suspected unauthorized access, use, or disclosure of Confidential Information.

After any such incident, the Receiving Party must, at its own cost, cooperate fully with the Disclosing Party to stop the incident, limit its effects, and recover the Confidential Information.

If Confidential Information includes personal data about individuals, the Receiving Party must handle that data in line with applicable privacy and data protection laws. It must also follow any reasonable additional instructions the Disclosing Party gives about that data.

The Receiving Party must not transfer Confidential Information outside [permitted territory or locations] without the Disclosing Party's prior written consent.

The Receiving Party agrees that any breach of this Agreement may cause the Disclosing Party serious and lasting harm that money alone cannot fully repair.

If the Receiving Party or its Representatives breach, or threaten to breach, this Agreement, the Disclosing Party may seek an injunction, specific performance, or other court order to stop or prevent the breach. It does not have to prove actual damages, and to the extent the law allows, it does not have to post a bond or other security.

The Disclosing Party may also recover all damages caused by the breach, including lost profits and the cost of fixing or limiting the harm.

The Receiving Party will indemnify the Disclosing Party and its Representatives for all losses, damages, costs, and expenses, including reasonable legal fees, that arise from any breach of this Agreement by the Receiving Party or its Representatives.

If the Disclosing Party succeeds in any legal action to enforce this Agreement, the Receiving Party will pay the Disclosing Party's reasonable legal fees and costs.

The Disclosing Party's rights and remedies under this Agreement are in addition to any other rights and remedies it has by law. Using one remedy does not prevent it from using others.

This Agreement starts on the Effective Date. The Disclosing Party may share Confidential Information under it for [disclosure period, e.g., 2 years] after the Effective Date, unless either Party ends the disclosure period earlier by giving the other Party written notice.

The Receiving Party's duties under this Agreement continue for [confidentiality period, e.g., 5 years] after the later of the end of the disclosure period or the last date on which Confidential Information was shared.

For any Confidential Information that qualifies as a trade secret under applicable law, the Receiving Party's duties continue for as long as that information remains a trade secret, even if this is longer than the period stated above.

The Receiving Party's duties continue even if the Parties stop discussions or decide not to proceed with the Potential Deal.

If the Parties sign a final agreement about the Potential Deal, this Agreement stays in effect unless that final agreement expressly replaces it.

The sections on Disclosures Required by Law, No Ownership Rights or Warranties, What Happens If This Agreement Is Broken, Returning or Destroying Materials, Governing Law and Dispute Resolution, and General Terms survive the end of this Agreement.

At any time, on the Disclosing Party's written request, and in any event when discussions about the Potential Deal end, the Receiving Party must stop using Confidential Information.

Within [number] days after the request or the end of discussions, the Receiving Party must either return or destroy all Confidential Information, including all copies and Derivative Materials, in its possession or control or that of its Representatives. The Disclosing Party decides whether materials are returned or destroyed.

If the Disclosing Party does not state a choice, the Receiving Party must ask the Disclosing Party in writing and follow its instructions.

Destruction must be permanent. Electronic files must be deleted in a way that prevents recovery, using industry-standard methods.

Within the same period, an authorized officer of the Receiving Party must confirm in writing to the Disclosing Party that the Receiving Party and its Representatives have fully complied with this section.

If the law or a genuine professional regulatory requirement prevents the Receiving Party from destroying certain materials, or if copies remain in routine backup systems that cannot reasonably be erased, the Receiving Party may keep them only for that reason. It must tell the Disclosing Party in writing what it is keeping and why. It must not access or use those materials for any other purpose, and they stay subject to this Agreement for as long as they are kept.

Returning or destroying materials does not end the Receiving Party's confidentiality duties under this Agreement.

This Agreement is governed by the laws of [governing jurisdiction], without regard to its conflict-of-laws rules.

The Parties will first try in good faith to resolve any dispute about this Agreement through discussions between senior representatives within [number] days after one Party notifies the other of the dispute.

If the dispute is not resolved, the courts located in [court location] will have exclusive jurisdiction. Each Party agrees to the jurisdiction of those courts and waives any objection to venue there.

Despite the previous clauses, the Disclosing Party may seek an injunction or other urgent relief at any time in any court with jurisdiction. It does not have to go through the discussion step first.

Each Party waives any right to a jury trial in any dispute arising out of this Agreement, to the extent the law allows.

This Agreement is the entire agreement between the Parties about its subject matter. It replaces all earlier discussions and understandings on that subject, but it does not replace any separate confidentiality duties the Receiving Party may already owe the Disclosing Party.

Any change to this Agreement must be in writing and signed by both Parties.

If the Disclosing Party fails or delays in enforcing any right under this Agreement, it does not lose that right. A waiver is effective only if it is in writing and signed by the Disclosing Party.

If any part of this Agreement is found to be invalid or unenforceable, that part will be limited to the minimum extent necessary, and the rest of this Agreement will stay in full effect.

The Receiving Party may not transfer this Agreement or any of its rights or duties without the Disclosing Party's prior written consent. The Disclosing Party may transfer this Agreement to any affiliate or to any successor to its business. This Agreement binds and benefits each Party's permitted successors and assignees.

Notices under this Agreement must be in writing and sent to the addresses in the signature section below, or to another address a Party designates by notice. Notices may be delivered by hand, by recognized courier, or by email with confirmation of receipt. A notice takes effect when it is received.

Each Party pays its own costs related to this Agreement and the Potential Deal, unless this Agreement says otherwise.

This Agreement may be signed in counterparts, including by electronic signature. Each counterpart is an original, and together they form one agreement.