Short Form Non-Disclosure Agreement for Initial Discussions Template

## Short Form Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made effective as of {EffectiveDate}, by and between:

**Disclosing Party:** {DisclosingPartyName}, with a primary address at {DisclosingPartyAddress} (hereinafter, "Discloser").

**Receiving Party:** {ReceivingPartyName}, with a primary address at {ReceivingPartyAddress} (hereinafter, "Recipient").

**1. Purpose.** The parties are entering into discussions concerning {PurposeOfDiscussion} (the "Purpose"). In connection with the Purpose, Discloser may disclose certain confidential and proprietary information to Recipient.

**2. Confidential Information.** "Confidential Information" means any and all information, whether written, oral, or visual, disclosed by Discloser to Recipient in connection with the Purpose, including, but not limited to, technical, financial, business, product, and marketing information, trade secrets, and know-how. Confidential Information does not include information that:
    a. is or becomes publicly known through no fault of Recipient;
    b. was known by Recipient prior to disclosure by Discloser;
    c. is lawfully obtained by Recipient from a third party without breach of confidentiality;
    d. is independently developed by Recipient without use of Discloser's Confidential Information.

**3. Obligations of Recipient.** Recipient agrees to:
    a. hold the Confidential Information in strict confidence;
    b. use the Confidential Information solely for the Purpose;
    c. not disclose, reproduce, or distribute the Confidential Information to any third party without Discloser's prior written consent;
    d. protect the Confidential Information with at least the same degree of care as it uses for its own confidential information, but no less than a reasonable degree of care.

**4. Term.** This Agreement shall commence on the Effective Date and remain in effect for a period of two (2) years, or until Discloser sends written notice to Recipient ending the Agreement.

**5. Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of {GoverningLawState}, Country of {GoverningLawCountry}, without regard to its conflict of law principles.

**6. Entire Agreement.** This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

**IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date first written above.

**Disclosing Party:**

_____________________________
{DisclosingPartyName}

Date: {SignatureDate}

**Receiving Party:**

_____________________________
{ReceivingPartyName}

Date: {SignatureDate}