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This Non-Disclosure Agreement (the "Agreement") is made and entered into by and between [Disclosing Party Name] (the "Disclosing Party") and [Receiving Party Name] (the "Receiving Party").

1. Definition of Confidential Information

"Confidential Information" means any and all information, technical or non-technical, disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, 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 protect the confidentiality of the Confidential Information using the same degree of care that it uses to protect its own confidential information of like kind.
• Not to use any Confidential Information for any purpose outside the scope of this Agreement.
• Not to disclose any Confidential Information to any third party without prior written consent.

3. Term and Termination

This Agreement shall remain in effect for a period of [Number] years from the Effective Date. Either party may terminate this Agreement upon [Number] days written notice to the other party.