NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is entered into as of _________________ (the "Effective Date") by and between: DISCLOSING PARTY: Name: _________________________ Address: _______________________ Email: _________________________ RECEIVING PARTY: Name: _________________________ Address: _______________________ Email: _________________________ RECITALS WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business operations, technical data, trade secrets, and other confidential information (collectively, "Confidential Information"); and WHEREAS, the Receiving Party desires to receive access to the Confidential Information for the purpose of evaluating a potential business relationship between the parties... 1. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure... 2. OBLIGATIONS OF RECEIVING PARTY The Receiving Party agrees to: (a) Hold the Confidential Information in strict confidence; (b) Not disclose any Confidential Information to third parties... (c) Use the Confidential Information solely for the Purpose... (d) Take reasonable precautions to prevent unauthorized disclosure... 3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to disclosure...