Non-disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of April 6, 2026 (the "Effective Date"),

by and between:

Disclosing Party: Acme Corporation

Receiving Party: Jane Smith

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

Recitals

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, the Receiving Party desires to receive certain Confidential Information for the purpose of evaluating a potential business relationship (the "Purpose");

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information

1.1 "Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, or visual, that is disclosed by the Disclosing Party to the Receiving Party, including but not limited to: trade secrets, inventions, patents, copyrights, trademarks, business plans, financial information, customer lists, supplier information, technical data, product designs, software code, marketing strategies, and any other information designated as confidential or that reasonably should be understood to be confidential.

1.2 Confidential Information shall also include any notes, analyses, compilations, studies, interpretations, or other documents prepared by the Receiving Party that contain, reflect, or are based upon the Confidential Information.

2. Obligations of the Receiving Party

2.1 The Receiving Party shall hold and maintain the Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party:

(a) Disclose the Confidential Information to any third party;

(b) Use the Confidential Information for any purpose other than the Purpose;

(c) Copy or reproduce the Confidential Information except as reasonably necessary for the Purpose.

2.2 The Receiving Party shall 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.

2.3 The Receiving Party may disclose Confidential Information only to its employees, agents, or advisors who (a) have a need to know for the Purpose, and (b) are bound by obligations of confidentiality no less restrictive than those contained herein.

3. Exclusions From Confidential Information

3.1 The obligations of this Agreement shall not apply to information that:

(a) Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;

(b) Was known to the Receiving Party prior to disclosure, as evidenced by written records;

(c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;

(d) Is rightfully received from a third party without restriction on disclosure;

(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates with efforts to obtain a protective order.

4. Term and Termination

4.1 This Agreement shall remain in effect for a period of 2 year(s) from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' written notice.

4.2 The obligations of confidentiality shall survive termination of this Agreement for a period of 2 year(s) following the date of termination.

5. Return of Materials

5.1 Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly:

(a) Return all originals and copies of Confidential Information in tangible form;

(b) Destroy all electronic copies of Confidential Information;

(c) Certify in writing that it has complied with the foregoing obligations.

6. Remedies

6.1 The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

7. General Provisions

7.1 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.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, or agreements relating thereto.

7.3 Amendment. This Agreement may not be amended or modified except by a written instrument signed by both Parties.

7.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7.5 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

7.6 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party.

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

Disclosing Party:

Signature: ___________________________

Name: Acme Corporation

Date: ___________________________

Receiving Party:

Signature: ___________________________

Name: Jane Smith

Date: ___________________________