NDA Generator

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of July 8, 2026 between:

Party A: [DISCLOSING PARTY NAME]
Party B: [RECEIVING PARTY NAME]

(each a "Party" and collectively the "Parties")

RECITALS
The Parties wish to explore the evaluation and potential engagement for software development services and may, in connection with this purpose, disclose certain confidential and proprietary information to each other. Each party may serve as both a Disclosing Party and a Receiving Party under this Agreement.

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any information disclosed by one Party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, source code, technical specifications, financial projections, customer data, trade secrets, and the existence and terms of this Agreement.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the receiving Party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order (with prompt written notice to the disclosing Party where permitted).

2. OBLIGATIONS
Each Party receiving Confidential Information agrees to: (a) hold it in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) use it solely for the purpose described in the Recitals above; (c) not disclose it to any third party without prior written consent; and (d) limit disclosure to employees, agents, and contractors who need to know it and are bound by obligations at least as protective as those in this Agreement.

3. TERM
This Agreement shall commence on the date first written above and continue for 2 years, unless earlier terminated by mutual written agreement. Confidentiality obligations survive termination for 2 years following expiration or termination of this Agreement.

4. RETURN OF INFORMATION
Upon request or termination of this Agreement, each Party shall promptly return or certify destruction of all Confidential Information received from the other Party, including all copies and derivatives thereof.

REMEDIES
The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party shall be entitled to seek equitable relief, including injunction, in addition to all other remedies available at law or equity.

GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to its conflict of law principles.

ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions and agreements.

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

[DISCLOSING PARTY NAME]                                    [RECEIVING PARTY NAME]

Signature: _____________________          Signature: _____________________

Name: _________________________          Name: _________________________

Title: __________________________          Title: __________________________

Date: __________________________          Date: __________________________

⚠️ This is a template for informational purposes. Have a qualified attorney review before signing for high-stakes agreements.