This Non-Disclosure Agreement ("Agreement") is made and entered into on [Date] by and between [Company], with a principal place of business at [Address] ("Disclosing Party"), and [Recipient Name], residing at [Address] ("Recipient").
 
1. Definition of Confidential Information
 
The term "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Recipient, whether in writing, orally, or by any other means, that is designated as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but is not limited to, trade secrets, customer lists, financial information, and any other proprietary or confidential information of the Disclosing Party.
 
2. Obligations of Recipient
 
Recipient agrees to use the Confidential Information solely for the purpose of [Purpose of Disclosure] and not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. Recipient shall take all reasonable measures to protect the Confidential Information from unauthorized disclosure, including but not limited to the same degree of care that it uses to protect its own confidential information of a similar nature.
 
3. Exceptions to Confidentiality Obligations
 
Recipient's obligations under this Agreement shall not apply to any Confidential Information that: (a) is or becomes generally known to the public through no fault of the Recipient; (b) is already known to the Recipient at the time of disclosure by the Disclosing Party; (c) is independently developed by the Recipient without reference to the Confidential Information; or (d) is rightfully obtained by the Recipient from a third party without any obligation of confidentiality.
 
4. Term and Termination
 
This Agreement shall commence on the date first written above and shall continue in effect for a period of [Duration of Agreement] years. Notwithstanding the foregoing, either party may terminate this Agreement at any time upon written notice to the other party. The obligations of confidentiality under this Agreement shall survive termination of this Agreement.
 
5. Governing Law and Jurisdiction
 
This Agreement shall be governed by and construed in accordance with the laws of [State]. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
 
6. Entire Agreement
 
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both parties.
 
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
 
DISCLOSING PARTY:
 
[Company Name]
 
By: _____________________________
[Authorized Company Representative]
 
Date: ____________________________
 
RECIPIENT:
 
[Recipient Name]
 
By: _____________________________
[Recipient Signature]
 
Date: ____________________________