"Agreement" means this Non-Disclosure Agreement, including any written changes the Parties sign under the section titled "General Terms."

"Affiliate" means any company or other entity that controls, is controlled by, or is under common control with a Party. "Control" means owning more than 50% of the voting interests of an entity, or having the power to direct its management and policies, whether by contract or otherwise.

"Confidential Information" means all information the Disclosing Party or its Affiliates share with the Receiving Party or its Representatives, as further described in the section titled "What Counts as Confidential Information." It does not include the information listed in the section titled "What Is Not Confidential Information."

"Disclosing Party" means the Party named as the Disclosing Party at the start of this Agreement, together with its Affiliates when they share Confidential Information in connection with the Potential Transaction.

"Receiving Party" means the Party named as the Receiving Party at the start of this Agreement. Where this Agreement places a duty on the Receiving Party, the Receiving Party is also responsible for making sure its Representatives meet that duty.

"Potential Transaction" means the possible business deal between the Parties described as [brief description of the potential deal], including any related negotiations.

"Purpose" means the sole purpose of evaluating, negotiating, and deciding whether to enter into the Potential Transaction.

"Representatives" means the Receiving Party's Affiliates and its and their directors, officers, employees, and professional advisers (such as lawyers, accountants, and financial advisers) who need to know the Confidential Information for the Purpose. A person counts as a Representative only if the Receiving Party has told them that the information is confidential and they are bound by confidentiality duties at least as protective as those in this Agreement.

The Receiving Party may use the Confidential Information only for the Purpose. Any other use is prohibited, whether for the Receiving Party's own benefit or for anyone else's.

The Receiving Party must not use the Confidential Information to compete with the Disclosing Party, to solicit its customers, suppliers, or employees, to develop competing products or services, or to gain any business advantage outside the Purpose.

The Receiving Party must not reverse engineer, decompile, analyze the makeup of, or try to recreate any samples, prototypes, software, or other materials the Disclosing Party provides, unless the Disclosing Party has given written permission in advance.

The Disclosing Party decides what information to share, when to share it, and how much to share. It has no duty to provide any particular information or to update or correct anything it has shared.

The Receiving Party may share Confidential Information with its Representatives only to the extent they need it for the Purpose. Before sharing it, the Receiving Party must tell them it is confidential and make sure they are bound to keep it confidential.

The Receiving Party will keep a written list of the Representatives who have received Confidential Information and will give that list to the Disclosing Party within [number] business days after the Disclosing Party asks for it.

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 if possible before any disclosure is made. The notice must include a copy of the request and describe the information involved.

The Receiving Party must not disclose any Confidential Information under this section before giving the Disclosing Party a reasonable chance to object, unless the law clearly prohibits giving notice or requires immediate disclosure.

The Receiving Party must cooperate with the Disclosing Party if the Disclosing Party decides to seek a protective order, confidential treatment, or another remedy to limit the disclosure. The Disclosing Party may also take these steps on its own and at its own choice.

If disclosure is still required, the Receiving Party must disclose only the part of the Confidential Information that its legal counsel advises, in writing, is legally required. It must also make reasonable efforts to get assurance that the disclosed information will be treated as confidential.

Information disclosed under this section stays Confidential Information for all other purposes. The Receiving Party's other duties under this Agreement continue to apply to it.

Each Party will bear its own costs under this section, except that if the request arises from the Receiving Party's own breach of this Agreement or its own legal matters unrelated to the Disclosing Party, the Receiving Party will reimburse the Disclosing Party's reasonable costs, including legal fees, of responding to the request.

Confidential Information includes all information the Disclosing Party or its Affiliates share with the Receiving Party or its Representatives, whether before, on, or after the Effective Date, and in any form. This covers information shared in writing, orally, visually, electronically, by demonstration, or through access to sites, systems, or data rooms.

Information counts as Confidential Information whether or not it is marked or described as "confidential." The Receiving Party should treat all information it receives from the Disclosing Party as confidential unless an exclusion in the section titled "What Is Not Confidential Information" clearly applies.

Examples of Confidential Information include business plans, strategies, financial information, forecasts, pricing, costs, customer and supplier details, contract terms, marketing plans, employee information, products, services, technology, software, source code, inventions, designs, processes, know-how, trade secrets, research, data, and intellectual property, including anything still in development.

Confidential Information also includes all notes, analyses, summaries, reports, studies, and other materials prepared by the Receiving Party or its Representatives that contain, reflect, or are based on any information shared by the Disclosing Party.

Confidential Information also includes the fact that the Parties are discussing the Potential Transaction, the status and terms of those discussions, and the existence and content of this Agreement.

Information that third parties have shared with the Disclosing Party and that the Disclosing Party must keep confidential also counts as Confidential Information when it is shared with the Receiving Party.

If Confidential Information is combined with information that is not confidential, the combined information is still Confidential Information. Individual parts of Confidential Information do not lose protection just because they are publicly known separately, unless the specific combination is also publicly known.

Information is not Confidential Information if it was already publicly available when shared, or later becomes publicly available, through no fault of the Receiving Party or its Representatives.

Information is not Confidential Information if the Receiving Party can show it already lawfully knew the information, without any duty of confidentiality, before the Disclosing Party shared it.

Information is not Confidential Information if the Receiving Party lawfully receives it from a third party who had the right to share it and was not under any confidentiality duty to the Disclosing Party.

Information is not Confidential Information if the Receiving Party independently developed it without using or referring to any Confidential Information, and without the help of any person who had access to it.

The Receiving Party has the burden of proving that any of these exclusions applies. It must support its claim with written records made at or near the time in question.

These exclusions do not apply to information just because it is generally known in the industry or because parts of it can be found in public sources. Information is excluded only if the specific information shared, in the form shared, meets one of the exclusions above.

The Receiving Party cannot claim any right to use Confidential Information based on what its Representatives remember. No exception applies to information kept in the unaided memory of any person.

This Agreement starts on the Effective Date. It covers all Confidential Information shared before, on, or after that date in connection with the Potential Transaction.

The period during which the Disclosing Party may share Confidential Information under this Agreement lasts for [number] years from the Effective Date, unless it ends earlier under this section.

The Disclosing Party may end the period for sharing information at any time by giving the Receiving Party written notice. The Receiving Party may end it by giving the Disclosing Party [number] days' written notice.

The Receiving Party's duties to keep Confidential Information secret and to use it only for the Purpose last for [number] years after the period for sharing information ends, regardless of whether the Potential Transaction goes ahead.

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

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

The following sections continue after this Agreement ends, to the extent needed to give them full effect: "Required Disclosures by Law," "Remedies for Breach," "Return or Destruction of Information," "No Rights Granted and No Obligation to Proceed," "Governing Law and Dispute Resolution," and "General Terms."

The Receiving Party must keep the Confidential Information strictly confidential. It must protect that information with at least the same care it uses for its own most sensitive information, and never with less than reasonable care.

The Receiving Party must use appropriate physical, technical, and organizational security measures to prevent unauthorized access, use, copying, or loss. These include access controls, password protection, encryption for electronic transfers and storage where practical, and secure storage of physical documents.

The Receiving Party must not copy or reproduce Confidential Information except as reasonably needed for the Purpose. All copies must carry the same confidentiality markings as the originals.

The Receiving Party must not share Confidential Information with anyone other than its Representatives without the Disclosing Party's prior written consent. It must not store or process Confidential Information using third-party tools or services, including public artificial intelligence tools, that could expose the information to others.

The Receiving Party is fully responsible for anything its Representatives do or fail to do with the Confidential Information. Any act by a Representative that would breach this Agreement if done by the Receiving Party counts as a breach by the Receiving Party.

The Receiving Party must notify the Disclosing Party in writing within [number] hours after it learns of, or suspects, any unauthorized access, use, or disclosure of Confidential Information. It must then take all reasonable steps, at its own cost, to stop the problem, limit the harm, and help the Disclosing Party recover the information.

All contact about the Potential Transaction or the Confidential Information must go through [name and title of Disclosing Party's contact person] or another person the Disclosing Party names in writing. The Receiving Party must not contact the Disclosing Party's employees, customers, suppliers, or business partners about these matters without prior written consent.

On reasonable notice, the Disclosing Party may ask the Receiving Party to confirm in writing, signed by an authorized officer, that it is complying with this section.

The Receiving Party agrees that the Confidential Information is valuable and unique, and that any breach or threatened breach of this Agreement could cause the Disclosing Party serious harm that money alone could not fully repair.

If there is a breach or threatened breach, the Disclosing Party may ask any court with jurisdiction for an injunction, a restraining order, specific performance, or any other order to stop or prevent the breach. The Disclosing Party will not need to prove actual damages, and the Receiving Party will not argue that money damages would be enough.

To the extent the law allows, the Disclosing Party will not have to post a bond or other security to obtain such an order. If a court still requires one, the Parties agree that the amount should be as low as the court allows.

The Disclosing Party may also recover damages for any loss caused by a breach, including lost profits, loss of business opportunity, and the cost of investigating and dealing with the breach. Seeking an injunction does not prevent the Disclosing Party from also claiming damages.

If a court finds that the Receiving Party or any of its Representatives breached this Agreement, the Receiving Party must pay the Disclosing Party's reasonable legal fees, court costs, and other expenses of enforcing this Agreement.

The Receiving Party will indemnify the Disclosing Party and its Affiliates against all losses, claims, and expenses arising from any breach of this Agreement by the Receiving Party or its Representatives.

The remedies in this section are in addition to any other rights or remedies the Disclosing Party has under this Agreement or under the law. Using one remedy does not prevent the use of any other.

At any time, when the Disclosing Party asks in writing, and in any case within [number] days after the Potential Transaction is abandoned or this Agreement ends, the Receiving Party must stop using all Confidential Information.

Within [number] days after that request or event, the Receiving Party must, as the Disclosing Party chooses, either return all Confidential Information in its or its Representatives' possession or control, or permanently destroy it.

Destruction includes deleting all electronic copies from computers, servers, devices, email systems, and cloud storage, and shredding or otherwise permanently destroying all physical copies. Notes, analyses, and other materials prepared by the Receiving Party or its Representatives that contain Confidential Information must be destroyed rather than returned.

Within [number] days after returning or destroying the information, an authorized officer of the Receiving Party must give the Disclosing Party a written certificate confirming that all Confidential Information has been returned or destroyed as required.

If the Receiving Party cannot practically delete electronic copies held in automatic backup systems, it may keep them only until they are overwritten in the normal course. It must not access or restore those copies, and they remain subject to this Agreement.

If the law or a professional rule requires the Receiving Party to keep a copy of certain Confidential Information, it may keep one archival copy for that purpose only. It must tell the Disclosing Party in writing what it is keeping and why, and that copy remains subject to this Agreement for as long as it is kept.

Returning or destroying Confidential Information does not end the Receiving Party's other duties under this Agreement.

All Confidential Information remains the property of the Disclosing Party or the third party that provided it. Sharing it does not transfer ownership.

Nothing in this Agreement gives the Receiving Party any license, ownership, or other right in any Confidential Information, patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party, except the limited right to use the Confidential Information for the Purpose.

The Disclosing Party provides all Confidential Information "as is." It makes no promises or warranties, express or implied, about its accuracy, completeness, or fitness for any purpose, and it does not guarantee that the information does not infringe anyone else's rights.

The Disclosing Party will not be liable for any decision the Receiving Party makes, or anything it does or does not do, in reliance on the Confidential Information. Only the promises included in a signed final agreement for the Potential Transaction will have legal effect.

Neither Party has to proceed with the Potential Transaction or any other deal. No agreement for the Potential Transaction will exist unless and until a final written agreement is signed by both Parties.

The Disclosing Party may, at any time and for any reason, stop discussions, refuse to share further information, or negotiate with others about a similar deal, without any liability to the Receiving Party.

This Agreement does not create any partnership, joint venture, agency, or employment relationship between the Parties.

This Agreement, and any dispute arising from or related to it, is governed by the laws of [governing law jurisdiction], without regard to any conflict-of-law rules that would apply the law of another place.

The courts located in [city / region, jurisdiction] have exclusive jurisdiction over any dispute arising from or related to this Agreement. Each Party agrees to the jurisdiction of those courts and gives up any objection to them based on location or convenience.

Despite the previous clause, the Disclosing Party may ask any court in any location with jurisdiction for an injunction or other urgent relief to protect its Confidential Information or enforce this Agreement.

Before going to court, other than for urgent relief, a Party should give the other Party written notice describing the dispute. The Parties' senior representatives should then try in good faith to resolve it within [number] days. This step does not limit the Disclosing Party's right to seek urgent relief at any time.

To the extent the law allows, each Party gives up its right to a jury trial in any court case arising from or related to this Agreement.

Any legal action by the Receiving Party arising from this Agreement must be started within [number] months after the claim arises, unless the law requires a longer period.

This Agreement is the entire agreement between the Parties about its subject matter. It replaces all earlier discussions, understandings, and agreements on that subject, whether written or oral.

This Agreement may be changed only by a written document signed by authorized representatives of both Parties. A Party's failure or delay in enforcing any part of this Agreement is not a waiver of that part or of any other right.

The Receiving Party may not assign or transfer this Agreement, or any of its rights or duties, without the Disclosing Party's prior written consent. The Disclosing Party may assign this Agreement to any Affiliate or to any company that acquires all or most of its business or assets. This Agreement binds and benefits each Party's permitted successors and assigns.

If a court finds any part of this Agreement invalid or unenforceable, that part will be limited to the minimum extent needed so that it can be enforced, and the rest of the Agreement will stay in full effect.

All notices under this Agreement must be in writing and sent by hand delivery, courier, or email to the addresses listed in the signature section below, or to another address a Party gives by notice. A notice is received on delivery by hand or courier, or on the next business day after it is sent by email, unless the sender receives an error message.

The Receiving Party must not make any public statement or announcement about the Potential Transaction or this Agreement without the Disclosing Party's prior written consent.

This Agreement may be signed in counterparts, including by electronic signature or by exchanging signed copies electronically. Each counterpart counts as an original, and all of them together form one agreement.

The headings in this Agreement are for convenience only and do not affect how it is interpreted. Words such as "including" mean "including without limitation."