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Non-Disclosure Agreement
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swiftutillity.comNON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is entered into as of May 23, 2026 (the "Effective Date"), by and between [DISCLOSING PARTY] ("Disclosing Party") and [RECEIVING PARTY] ("Receiving Party"). The Disclosing Party and Receiving Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, technology, products, services, and operations; and
WHEREAS, the Receiving Party desires to receive certain confidential information from the Disclosing Party for the purpose of evaluating a potential business relationship or transaction between the Parties;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. CONFIDENTIAL INFORMATION
"Confidential Information" means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, including without limitation: trade secrets, inventions, product plans, designs, costs, finances, marketing plans, business opportunities, personnel, research, development, and know-how.
2. OBLIGATIONS OF RECEIVING PARTY
[RECEIVING PARTY] agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without prior written consent of [DISCLOSING PARTY]; (c) use the Confidential Information solely for the purpose of evaluating the business relationship contemplated herein; and (d) protect the Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
3. TERM
This Agreement shall remain in effect for a period of 24 months from the Effective Date, unless earlier terminated by mutual written agreement of the Parties. The obligations of confidentiality shall survive termination of this Agreement.
4. EXCLUSIONS
The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of Confidential Information.
5. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State/Province of California, USA, without regard to its conflict of laws principles.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
DISCLOSING PARTY:
Signature: ___________________________
Printed Name: [DISCLOSING PARTY]
Title: ___________________________
Date: ___________________________
RECEIVING PARTY:
Signature: ___________________________
Printed Name: [RECEIVING PARTY]
Title: ___________________________
Date: ___________________________
DRAFT — NOT A LEGALLY BINDING DOCUMENTswiftutillity.com
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