Non-Disclosure Agreement (NDA)
Agreement Parameters
Party A / Disclosing Party
Party B / Receiving Party
Mutual Non-Disclosure Agreement
Proprietary Information Protection • Defend Trade Secrets Act (18 U.S.C. § 1836)
THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of November 10, 2026, by and between:
WHEREAS, the Parties wish to explore and evaluate Evaluating a potential technology integration, software architecture review, and commercial partnership (the "Purpose"), in connection with which either Party may disclose proprietary, confidential, or trade secret information to the other.
1. CONFIDENTIAL INFORMATION: "Confidential Information" refers to any non-public technical, business, financial, or operational information disclosed directly or indirectly, including but not limited to source code, APIs, algorithms, business plans, customer data, and trade secrets under 18 U.S.C. § 1839.
2. 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 in the receiving party's possession prior to disclosure without restriction; (c) is independently developed without reference to the disclosed information; or (d) is required to be disclosed by judicial order or applicable law.
3. OBLIGATIONS OF CONFIDENTIALITY: The receiving party agrees to hold all Confidential Information in strict confidence, exercising at least reasonable care, and shall use it solely for the Purpose stated herein. Disclosures to employees or contractors shall occur on a strict need-to-know basis subject to written confidentiality obligations.
4. TERM & SURVIVAL: The confidentiality obligations set forth herein shall remain in effect for a period of 2 Years following the date of disclosure; provided, however, that any information constituting a trade secret under applicable statutory law shall remain protected for so long as it maintains trade secret status.
5. NO RESTRAINT ON EMPLOYMENT (FTC COMPLIANCE): Nothing in this Agreement shall be construed as a non-competition covenant, employee restriction, or restraint on lawful trade. This Agreement strictly protects proprietary information without restraining worker mobility.
6. GOVERNING LAW: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, without regard to conflicts of law principles.