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Non-Disclosure Agreement

Effective Date: April 1, 2026

This Non-Disclosure Agreement ("Agreement") is entered into as of April 1, 2026 by and between [Disclosing Party] ("Disclosing Party") and [Receiving Party] ("Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all non-public information, whether oral, written, electronic, or in any other form, disclosed by either Party to the other, including but not limited to: trade secrets, business plans, financial data, customer lists, pricing information, product roadmaps, technical specifications, source code, algorithms, marketing strategies, and any other proprietary information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
• Use the Confidential Information solely for the purpose described above and for no other purpose.
• Limit access to the Confidential Information to those employees, agents, or contractors who need to know the information to carry out the purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
• Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

4. Term

This Agreement shall remain in effect for a period of 2 years from the Effective Date. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 2 years from the date of last disclosure.

5. Return of Materials

Upon written request by the Disclosing Party, or upon termination of the business relationship, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession and certify in writing that it has done so.

6. Non-Solicitation

During the term of this Agreement and for 2 years thereafter, the Receiving Party shall not, directly or indirectly, solicit, hire, or engage any employee, contractor, or consultant of the Disclosing Party who was involved in or exposed to the confidential relationship established by this Agreement.

8. Remedies

The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent further disclosure or use of Confidential Information. The Disclosing Party shall also be entitled to recover all actual damages resulting from any breach.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

10. Miscellaneous

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings. This Agreement may only be amended in writing signed by both Parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Generated by SmallBizHandbook.com — This template is provided for informational purposes only and does not constitute legal advice. Consult an attorney before using.