1. PURPOSE

The purpose of this Agreement is to protect the confidential information that may be disclosed in connection with: [Purpose of disclosure].

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information, including but not limited to trade secrets, financial information, technical data / source code, business plans & strategy, disclosed by each party to the other party, whether in written, oral, electronic, or other form.

3. OBLIGATIONS OF THE PARTIES

Each party agrees to: a) Hold all Confidential Information in strict confidence; b) Not disclose Confidential Information to any third party without prior written consent; c) Use the Confidential Information solely for the purpose stated in this Agreement; d) Take reasonable measures to protect the secrecy of the Confidential Information.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes publicly available through no fault of the receiving party; b) Was known to the receiving party prior to disclosure; c) Is independently developed without use of the Confidential Information; d) Is rightfully received from a third party without restriction.

5. TERM

This Agreement shall remain in effect for a period of 2 years from the Effective Date. The obligations regarding Confidential Information shall survive termination of this Agreement for a period of two (2) years.

6. RETURN OF INFORMATION

Upon termination or request, each party shall promptly return or destroy all Confidential Information and any copies thereof.

7. NO LICENSE

Nothing in this Agreement grants any rights or licenses to use the Confidential Information except as expressly set forth herein.

8. REMEDIES

Each party acknowledges that a breach of this Agreement may cause irreparable harm and that the injured party shall be entitled to seek equitable relief, including injunction, in addition to all other remedies.

9. DISPUTE RESOLUTION

Any disputes arising from this Agreement shall be resolved through litigation in the state or federal courts located in Delaware.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

11. 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. _______________________________ _______________________________ [Disclosing party name] [Receiving party name] Date: _______________ Date: _______________