NDA Generator

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of September 15, 2026 (the "Effective Date"), by and between:

PARTY A: Acme Technologies Inc., organized under the laws of the State/Jurisdiction of Delaware, and
PARTY B: John Doe, residing in or organized under the laws of California.

(Collectively referred to as the "Parties").

1. PURPOSE
The Parties wish to explore and evaluate a business opportunity concerning: evaluating a potential business collaboration, partnership, or technology integration (the "Purpose"). In connection with the Purpose, each Party may disclose confidential and proprietary information to the other Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" refers to any proprietary information, technical data, trade secrets, know-how, software code, product roadmaps, customer lists, financial figures, business plans, or inventions disclosed directly or indirectly, whether orally, in writing, or in electronic format, that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
(a) Hold all Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential assets, but in no event less than reasonable care;
(b) Restrict disclosure of Confidential Information solely to its employees, contractors, and legal/financial advisors who have a need to know for the Purpose and who are bound by non-disclosure obligations at least as restrictive as this Agreement;
(c) Not copy, reverse engineer, decompile, or create derivative works from any Confidential Information without prior written authorization.

4. EXCLUSIONS FROM CONFIDENTIALITY
Confidential Information does not include information that:
(a) Is or becomes publicly available through no breach of this Agreement;
(b) Was already rightfully in the possession of the Receiving Party prior to disclosure;
(c) Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information;
(d) Is rightfully obtained from a third party without restriction on disclosure.

5. TERM AND DURATION
The obligations of confidentiality under this Agreement shall remain in full force for a period of 2 year(s) from the Effective Date, provided that obligations with respect to trade secrets shall survive indefinitely or for as long as permitted under applicable trade secret laws.

6. NON-SOLICITATION OF EMPLOYEES
During the term of this Agreement and for one (1) year following its expiration or termination, neither Party shall directly or indirectly solicit, recruit, or attempt to hire any employee or contractor of the other Party who became known through the evaluation of the Purpose.

7. GOVERNING LAW AND INJUNCTIVE RELIEF
This Agreement shall be construed, interpreted, and governed by the laws of the State of Delaware, without regard to conflicts of law principles. The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages alone would be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in any court of competent jurisdiction.

8. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties regarding confidential disclosures for the Purpose and supersedes all prior agreements, oral or written.

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

ACME TECHNOLOGIES INC.
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________

JOHN DOE
By: _____________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________