Non-Disclosure Agreement

Between Acme Inc. and Jane Doe (mutual)

Dated: 12 June 2026

1. Parties

This Non-Disclosure Agreement (the "Agreement") is entered into on 12 June 2026 between:

Acme Inc., of 123 Main Street, San Francisco, CA 94105 ("Party A"); and

Jane Doe, of 456 Oak Avenue, New York, NY 10001 ("Party B").

Each party may be referred to individually as a "Party" and collectively as the "Parties".

2. Purpose

The Parties wish to exchange confidential information for the purpose of discussing a potential business relationship and evaluating each other's products and services (the "Purpose").

Each Party may disclose its own Confidential Information to the other for the Purpose.

3. Definition of Confidential Information

"Confidential Information" means any non-public information that the disclosing party shares with the receiving party, whether orally, in writing, electronically, or by inspection, and whether or not marked as confidential, including without limitation:

• Business plans, financials, customer and supplier lists, pricing, and marketing strategies.
• Technical information, source code, algorithms, designs, prototypes, and research data.
• Personnel information and unpublished products or services.
• Any information that, by its nature or the circumstances of disclosure, a reasonable person would treat as confidential.

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known to the receiving party without confidentiality obligations before disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

4. Obligations

The receiving Party shall:

• Use Confidential Information solely for the Purpose.
• Hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care.
• Not disclose Confidential Information to any third party without the disclosing party's prior written consent.
• Limit access to Confidential Information to employees, contractors, and advisors who need it for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement.
• Not reverse engineer, decompile, or disassemble any tangible Confidential Information.

5. Required disclosures

If either Party is required by law, regulation, or court order to disclose Confidential Information, it shall (where legally permitted) give the disclosing party prompt written notice so that the disclosing party may seek a protective order or other remedy, and shall disclose only the portion of Confidential Information legally required.

6. Term and survival

This Agreement begins on the date first written above and continues until terminated by either Party upon 30 days' written notice.

The obligations of confidentiality survive termination of this Agreement and continue for 3 years from the date of disclosure of the relevant Confidential Information.

7. Return or destruction

Upon written request or upon termination of this Agreement, the receiving Party shall promptly return or destroy all Confidential Information in its possession, and certify destruction in writing if requested. The receiving party may retain one archival copy solely for legal-compliance purposes.

8. No licence; no warranty

No licence to or right in any Confidential Information is granted by this Agreement, except the limited right to use Confidential Information for the Purpose.

Confidential Information is provided "AS IS" without any warranty, express or implied. The disclosing party makes no representations regarding the accuracy or completeness of its Confidential Information.

9. Remedies

The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would not be a sufficient remedy. The disclosing party is entitled to seek injunctive relief in addition to all other remedies available at law or in equity.

10. No obligation

Nothing in this Agreement obligates either Party to enter into any further business arrangement or to disclose any particular Confidential Information.

11. General

This Agreement is the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements and discussions on that subject.

This Agreement is governed by the laws of Delaware, USA, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the courts located in Delaware, USA.

Any modification must be in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in full force.

Neither Party may assign this Agreement without the other's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

12. Important — not legal advice

This document was generated from a template by UtilityApps (utilityapps.site). It is provided as-is, with no warranty, and is not legal advice. Laws and required clauses vary by jurisdiction and situation. Before relying on this document, have it reviewed by a lawyer licensed in your jurisdiction.