Non-Disclosure Agreement (Unilateral)

2. Definition of Confidential Information

"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, in any form (written, oral, electronic, or otherwise). This includes, without limitation, information that has commercial value or utility in the Disclosing Party's business and is maintained as confidential, such as trade secrets, business plans, financial records, customer lists, product designs, or other business, technical, or financial information.

Confidential Information also includes any notes, analyses, compilations, reports, or copies prepared by the Receiving Party that contain or are based on the Disclosing Party's confidential material. Information that is provided in written or other tangible form should be clearly marked or identified as "Confidential" by the Disclosing Party, and information disclosed orally should be confirmed in writing as confidential within a reasonable time after disclosure.

3. Obligations of the Receiving Party

The Receiving Party shall use the Confidential Information only for the purpose authorized by the Disclosing Party and shall not use it for any other purpose or for its own benefit.

The Receiving Party shall hold and maintain all Confidential Information in strict confidence and exercise at least a reasonable degree of care to protect it (no less than the care it uses to protect its own similar confidential information).

Access to Confidential Information shall be limited to the Receiving Party's employees, agents, or contractors who need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The Receiving Party shall not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent and shall not copy or reproduce the information except as necessary for the permitted purpose.

4. Exclusions

The obligations of confidentiality and non-use in this Agreement do NOT apply to information that the Receiving Party can demonstrate:

• (a) was already publicly known at the time of disclosure, or becomes public through no fault of the Receiving Party
• (b) was independently developed or discovered by the Receiving Party before disclosure by the Disclosing Party
• (c) was rightfully obtained by the Receiving Party from a third party who had the legal right to disclose it, and without breach of any obligation to the Disclosing Party
• (d) is authorized for release by prior written approval of the Disclosing Party
• (e) is required to be disclosed by law, court order, or governmental regulation (in such case, the Receiving Party must promptly notify the Disclosing Party of the obligation to disclose, if legally permitted, so that the Disclosing Party may seek a protective order or other appropriate remedy)

5. Term and Duration

This Agreement becomes effective on the date of the last signature below (the "Effective Date"). It shall remain in effect until [Date of Termination], or until one of the following occurs first: (a) the Disclosing Party provides written notice releasing the Receiving Party from this Agreement, or (b) the Confidential Information disclosed under this Agreement ceases to be confidential (for example, it becomes public through no fault of the Receiving Party).

The Receiving Party's duty to maintain the confidentiality of Confidential Information survives the expiration or termination of this Agreement for as long as the information remains confidential or as long as allowed by applicable law. Termination of this Agreement will not relieve the Receiving Party of obligations incurred prior to the termination with respect to Confidential Information received.

6. Return or Destruction of Information

Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly return or destroy all materials containing or reflecting any Confidential Information, including all copies, extracts, or other reproductions.

The Receiving Party will confirm in writing that it has complied with this obligation if requested by the Disclosing Party.

If destruction of certain information is impracticable (for example, stored in routine computer backups), or if retention of copies is required by law or regulation, the Receiving Party shall continue to extend the protections of this Agreement to any such Confidential Information retained and shall not use or disclose it for any purpose.

7. Legal Remedies for Breach

The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information would cause irreparable harm to the Disclosing Party that may not be adequately compensated by monetary damages alone.

Therefore, in the event of an actual or threatened breach of this Agreement, the Disclosing Party is entitled to seek immediate injunctive relief (a court order to stop the breach) in addition to any other rights and remedies available at law or in equity. In other words, the Disclosing Party may obtain a court injunction to prevent or restrain breaches of this Agreement, without having to prove actual damages, and such remedy shall be in addition to all other remedies, including the right to seek monetary damages or other appropriate relief.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles. Any dispute arising under or related to this Agreement shall be brought in the state or federal courts of the specified state, and the Parties consent to the jurisdiction of such courts.

9. General Provisions

• Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

• No Waiver: The failure of either Party to exercise any right, power, or remedy under this Agreement, or to insist upon strict performance of any term or condition, shall not operate as a waiver of that or any other right, power, or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if it cannot be made enforceable, it shall be severed from this Agreement.

• No Partnership or Agency: Nothing in this Agreement is intended to create a partnership, joint venture, or employment relationship between the Parties. Neither Party has the right to bind or obligate the other in any manner other than as set forth herein.

• No Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that this Agreement shall be binding upon any successors or assigns by operation of law or in connection with a merger or acquisition of either Party.

• No Publicity: The Receiving Party shall not make any public announcements or disclosures concerning the existence or terms of this Agreement, or the fact that discussions are taking place between the Parties, without the prior written consent of the Disclosing Party.