This one-way non-disclosure agreement protects confidential information that one party will share with another. Only the discloser reveals confidential material; the recipient takes on the protection obligations below.

1. Parties and purpose

This agreement is between Discloser name (the "Discloser") and Recipient name (the "Recipient"). It takes effect on Effective date.

The Discloser will share information for the following purpose (the "Purpose"): Purpose of disclosure.

2. Confidential information

1. "Confidential information" means any non-public information the Discloser shares with the Recipient in connection with the Purpose, in any form — written, oral, electronic, or observed.
2. It includes, without limitation: business and financial information, pricing, customer and supplier data, technical material, designs, source code, processes, know-how, and the fact that the parties are in discussions.
3. Information is covered whether or not it is marked confidential, if a reasonable person would treat it as confidential given its nature and how it was shared.

3. Exclusions

Confidential information does not include information that the Recipient can show:

1. was publicly available when disclosed, or later becomes public through no fault of the Recipient;
2. was already lawfully known to the Recipient without a duty of confidentiality;
3. was lawfully obtained from a third party entitled to share it without restriction; or
4. was independently developed by the Recipient without using the Discloser's confidential information.

4. Recipient obligations

1. Use the confidential information only for the Purpose.
2. Keep it strictly confidential and protect it with at least reasonable care.
3. Share it only with the Recipient's employees, contractors, and professional advisers who need it for the Purpose and are bound by confidentiality terms at least as protective as this agreement. The Recipient remains responsible for their compliance.
4. Not copy the information beyond what the Purpose requires, and not reverse engineer, decompile, or attempt to derive underlying ideas from any materials received.
5. Notify the Discloser promptly of any actual or suspected unauthorized use or disclosure, and assist in limiting the harm.

5. Compelled disclosure

If the Recipient is legally required to disclose confidential information, it may disclose only what is required, after giving the Discloser prompt written notice where lawful so the Discloser can seek protective treatment.

6. Term

1. This agreement covers disclosures made during Disclosure window from the effective date.
2. The Recipient's obligations continue for Confidentiality period after each disclosure. Obligations for trade secrets last as long as the information remains a trade secret.

7. Return or destruction

On the Discloser's request, or when the Purpose ends, the Recipient will promptly return or destroy all confidential information and copies, and confirm in writing. Copies retained by law or routine automated backup remain subject to this agreement.

8. No license, no warranty

1. No license or other right to the Discloser's intellectual property is granted by this agreement.
2. The Discloser is not obliged to share any particular information or to enter into any further relationship.
3. Confidential information is provided "as is", without any warranty.

9. Remedies

The Recipient agrees that unauthorized use or disclosure may cause the Discloser harm that money damages cannot adequately remedy, and that the Discloser may seek injunctive or other equitable relief in addition to any other available remedy.

10. General

1. This agreement is the parties' entire agreement about confidentiality for the Purpose.
2. The Recipient may not assign this agreement without the Discloser's written consent.
3. Changes must be in writing and signed by both parties; an unenforceable provision does not affect the rest.

Signatures

Recipient: ✍ Recipient signature Date: Recipient signature date

Discloser: ✍ Discloser signature Date: Discloser signature date