Non-Disclosure Agreement (NDA)

1. Purpose

The Parties wish to explore [purpose of disclosure] (the "Purpose"), in connection with which the Disclosing Party may disclose to the Receiving Party certain confidential information.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written or electronic, that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

3. Obligations

The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) not disclose it to any third party without the disclosing Party's prior written consent.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

5. Term

This Agreement takes effect on the effective date and the confidentiality obligations continue for 24 months from the date of disclosure of the relevant Confidential Information.

6. Return or Destruction

On written request, the receiving Party shall promptly return or destroy all Confidential Information and any copies in its possession or control.

7. No Licence

Nothing in this Agreement grants any licence or right in the Confidential Information other than as expressly set out for the Purpose.

8. Governing Law

This Agreement is governed by the laws of [Governing Law], and the Parties submit to the exclusive jurisdiction of its courts.