Non-Disclosure Agreement (NDA) Template for Software Development

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between [Disclosing Party's Name], located at [Disclosing Party's Address] (hereinafter referred to as the "Disclosing Party"), and [Receiving Party's Name], located at [Receiving Party's Address] (hereinafter referred to as the "Receiving Party").

1. Purpose The purpose of this Agreement is to protect the confidential information that the Disclosing Party may disclose to the Receiving Party in connection with the software development project described below.

2. Definition of Confidential Information For the purposes of this Agreement, "Confidential Information" means any and all technical and non-technical information, including but not limited to, software code, source code, object code, technical documentation, specifications, designs, prototypes, business plans, and any other proprietary information that is disclosed by the Disclosing Party to the Receiving Party.

3. Obligations of Receiving Party The Receiving Party agrees to: a. Maintain the confidentiality of the Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no case less than a reasonable degree of care. b. Use the Confidential Information solely for the purpose of evaluating or engaging in discussions regarding the potential software development project. c. Restrict disclosure of the Confidential Information to its employees, contractors, and agents who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement. d. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

4. Exceptions to Confidential Information The obligations of the Receiving Party under this Agreement shall not apply to information that: a. Is or becomes publicly available without breach of this Agreement by the Receiving Party. b. Was known to the Receiving Party prior to receipt from the Disclosing Party, as evidenced by written records. c. Is disclosed to the Receiving Party by a third party who is not bound by a confidentiality agreement with the Disclosing Party. d. Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

5. Term This Agreement shall commence on the date first written above and shall continue in effect until [Expiration Date], unless earlier terminated by either party with thirty (30) days' prior written notice.

6. Return of Materials Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so.

7. No License Nothing in this Agreement shall be construed as granting any license or right to use any Confidential Information except as expressly set forth herein.

8. No Obligation Nothing in this Agreement obligates either party to proceed with any proposed transaction or relationship in connection with the software development project.

9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.

10. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

11. Amendments No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

12. Signatures IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

[Disclosing Party's Name]
By: __________________________
Name:
Title:

[Receiving Party's Name]
By: __________________________
Name:
Title:

Project Description:
[Provide a brief description of the software development project or any specific areas related to the Confidential Information.]

Contact Information:
For the Disclosing Party:
Name:
Title:
Email:
Phone:

For the Receiving Party:
Name:
Title:
Email:
Phone:

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