Create a Professional Non-Disclosure Agreement (NDA) Template

Act as a corporate attorney specializing in intellectual property and confidentiality agreements. Create a professional, ready-to-customize Non-Disclosure Agreement (NDA) template for [NDA TYPE: mutual/unilateral] use between [DISCLOSING PARTY NAME/TYPE] and [RECEIVING PARTY NAME/TYPE]. The NDA is needed for the following business context: [DESCRIBE THE PURPOSE, e.g., exploring a potential acquisition, sharing proprietary software code for evaluation, discussing a joint marketing campaign]. The template must include the following clearly numbered sections: 1. **Parties & Effective Date**: Identify the disclosing and receiving parties (or both, if mutual) with placeholders for legal entity names, addresses, and the agreement's effective date. 2. **Definition of Confidential Information**: Provide a comprehensive definition that covers: - Written, oral, visual, and electronic disclosures - [SPECIFIC TYPES OF INFORMATION, e.g., trade secrets, customer lists, financial data, product roadmaps, algorithms] - Information marked confidential AND information that a reasonable person would consider confidential 3. **Exclusions from Confidential Information**: List standard exclusions (publicly available information, independently developed information, information received from third parties without restriction, information required by law to disclose). 4. **Obligations of the Receiving Party**: Detail specific obligations including: - Using confidential information solely for [PERMITTED PURPOSE] - Restricting access to employees/agents on a need-to-know basis - Maintaining at least the same degree of care as for their own confidential information - Not reverse-engineering any provided materials 5. **Term & Duration**: Set the agreement term as [AGREEMENT DURATION, e.g., 2 years] and the confidentiality obligation survival period as [SURVIVAL PERIOD, e.g., 3 years after termination]. 6. **Return or Destruction of Materials**: Require the return or certified destruction of all confidential materials upon request or agreement termination. 7. **Remedies & Injunctive Relief**: State that monetary damages may be insufficient and that the disclosing party is entitled to seek injunctive relief without posting bond. 8. **Governing Law & Jurisdiction**: Set governing law as [STATE/COUNTRY] and specify exclusive jurisdiction in [COURT/JURISDICTION]. 9. **Miscellaneous Provisions**: Include clauses for assignment restrictions, severability, entire agreement, waiver, and amendment procedures. 10. **Signature Block**: Provide formatted signature blocks for both parties with fields for name, title, date, and company. Use clear, enforceable legal language. Add bracketed placeholders for all customizable fields. Include brief explanatory comments in parentheses where business users might need guidance on what to fill in. Note at the top that this template should be reviewed by legal counsel before execution.