Unilateral NDA

# Non-Disclosure Agreement **Effective Date:** ___________ This Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date by and between: **Disclosing Party:** ___________ (the "Disclosing Party") **Receiving Party:** ___________ (the "Receiving Party") ## 1. Purpose The Disclosing Party intends to disclose certain Confidential Information to the Receiving Party for the purpose of ___________ (the "Purpose"). ## 2. Definition of Confidential Information "Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether in oral, written, electronic, or other form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. This includes, but is not limited to: - Trade secrets, inventions, know-how, and proprietary processes - Business plans, financial data, and projections - Customer lists, vendor relationships, and pricing information - Software, technical specifications, and documentation - Marketing strategies and product roadmaps ## 3. Exclusions Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already 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; or (d) is disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality. ## 4. Compelled Disclosure If the Receiving Party is compelled by law, regulation, or legal process (including a subpoena, court order, or government investigation) to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required and shall cooperate with the Disclosing Party's efforts to obtain protective treatment for the disclosed information. Any disclosure made pursuant to this section shall not constitute a breach of this Agreement.