** NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the "Agreement") is entered into by and between [Insert Start-up Company name], a [Insert State] corporation ("Disclosing Party"), and [Insert Receiving Party Name], a [Insert State] corporation ("Receiving Party"). The parties hereby agree as follows: ** DEFINITIONS. For purposes of this Agreement, "Confidential Information" means any and all non-public or proprietary information, whether in tangible or intangible form, including, but not limited to, technical data, trade secrets, customer lists, marketing plans, product designs, financial information, business strategies, and any other information disclosed or made available by Disclosing Party to Receiving Party, whether orally, in writing, or by inspection of tangible objects, which is designated in writing as confidential or which a reasonable person would understand to be confidential. ** OBLIGATIONS OF RECEIVING PARTY. Receiving Party agrees that it will not use Confidential Information for any purpose other than to evaluate and engage in discussions concerning a potential business relationship between the parties or as otherwise authorized by Disclosing Party in writing. Receiving Party agrees to protect the confidentiality of the Confidential Information using the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Receiving Party will not disclose, distribute, or disseminate Confidential Information to any third party without the prior written consent of Disclosing Party. ** EXCLUSIONS FROM CONFIDENTIAL INFORMATION. The obligations of Receiving Party under Section 2 will not apply to any information that: (a) is or becomes generally available to the public through no act or omission of Receiving Party; (b) was in Receiving Party's possession prior to receipt from Disclosing Party, as evidenced by written records; (c) is received by Receiving Party from a third party without restriction and without breach of this Agreement; (d) is independently developed by Receiving Party without reference to or use of Confidential Information, as evidenced by written records; or (e) is required to be disclosed pursuant to a valid order of a court or other governmental body, provided that Receiving Party gives Disclosing Party reasonable notice of such requirement and cooperates with Disclosing Party in seeking a protective order or other appropriate protection for the Confidential Information. ** TERM. The obligations of Receiving Party under this Agreement will remain in effect for a period of [Insert number of years or state indefinite if applicable] years from the date of disclosure of the Confidential Information. ** REMEDIES FOR BREACH. Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party may seek and obtain injunctive relief against the breach or threatened breach of the provisions of this Agreement, in addition to any other legal remedies that may be available. ** SIGNATURES. This Agreement may be executed in counterparts, and facsimile or electronic signatures shall be treated as originals for all purposes. ** GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of [Insert state where the start-up company is incorporated] without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States or the courts of the State of [Insert state where the start-up company is incorporated] in each case located in [Insert County where the start-up company is located], and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. ** TERMINATION. This Agreement may be terminated by either party upon written notice to the other party. The obligations of Receiving Party under this Agreement will survive the termination of this Agreement for a period of [Insert number of years or state indefinite if applicable] years. ** ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except in writing signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. DISCLOSING PARTY: [Insert Start-up Company name] By: __________________________ Name: _______________________ Title: ________________________ RECEIVING PARTY: [Insert Receiving Party Name] By: __________________________ Name: _______________________ Title: ________________________