Non-Disclosure Agreement (NDA)

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of May 4, 2026 ("Effective Date") by and between:

  Party A: Acme Corp.
  Address: 123 Main St, San Francisco, CA 94103

  Party B: Jane Smith
  Address: 456 Oak Ave, Austin, TX 78701

(individually, a "Party" and collectively, the "Parties").

1. PURPOSE
The Parties wish to explore evaluating a potential business relationship and exploring a possible engagement (the "Purpose"), in connection with which each Party may disclose to the other certain confidential and proprietary information.

2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic, or visual, that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, financial information, customer lists, technical data, software, designs, processes, and trade secrets.

3. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly known through no fault of Each Party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

4. OBLIGATIONS
Each Party shall: (a) hold the Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) not disclose it to any third party without prior written consent; and (d) protect it with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

5. TERM
This Agreement shall remain in effect for a period of 3 years from the Effective Date. Obligations regarding trade secrets continue for as long as such information remains a trade secret under applicable law.

6. RETURN OR DESTRUCTION
Upon written request or termination, Each Party shall promptly return or destroy all Confidential Information and certify in writing that this has been done.

7. NO LICENSE
Nothing in this Agreement grants any license or right to any patent, copyright, trademark, or other intellectual property of the disclosing party.

8. REMEDIES
Each Party acknowledges that any breach may cause irreparable harm for which monetary damages would be inadequate. The disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

9. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, without regard to its conflicts-of-law principles.

10. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions and agreements.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PARTY A                    PARTY B

By: _____________________________     By: _____________________________
Name: Acme Corp.                        Name: Jane Smith
Title: ___________________________     Title: ___________________________
Date: ____________________________     Date: ____________________________