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Non-Disclosure Agreement

Effective Date: [__________]

This Non-Disclosure Agreement (the "Agreement") is entered into as of the date last signed below, by and between:

DISCLOSING PARTY: [Company / Individual Name], a [entity type] organized under the laws of [State / Country], with its principal place of business at [Address] ("Disclosing Party");

RECEIVING PARTY: [Company / Individual Name], a [entity type] organized under the laws of [State / Country], with its principal place of business at [Address] ("Receiving Party").

1. Definition of Confidential Information

1.1 "Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or a similar designation.

1.2 "Confidential Information" does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure…