Non-Disclosure Agreement

1. Parties and purpose

This Agreement is between Example Corp (the "Discloser") and Sample Studio LLC (the "Recipient").

The Discloser will share information with the Recipient only to evaluate a possible design partnership (the "Purpose").

2. Confidential Information

Confidential Information means all information disclosed by the Discloser, in any form, whether or not marked as confidential, including oral and visual information.

3. Exclusions

Confidential Information does not include information that (a) is or becomes public other than through the Recipient’s breach; (b) the Recipient already knew without restriction; (c) the Recipient receives from a third party entitled to share it; or (d) the Recipient develops independently.

The Recipient may disclose Confidential Information if required by law, provided it gives the Discloser prompt written notice where legally permitted.

4. Obligations

The Recipient must use Confidential Information only for the Purpose and must protect it with at least the same care it uses for its own confidential information, and no less than reasonable care.

The Recipient may share Confidential Information only with its employees and advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as strict as these.

On request, the Recipient must return or destroy all Confidential Information within 10 days and confirm this in writing.

5. Term

This Agreement lasts for two years from the date it is signed.

The Recipient’s duties continue for five years after it ends, and for trade secrets, for as long as the information remains a trade secret.

6. Other terms

For 12 months after this Agreement ends, the Recipient must not solicit or hire any employee of the Discloser it met through the Purpose.

Nothing in this Agreement grants the Recipient any licence to the Discloser’s intellectual property.

Neither party may announce the discussions without the other party’s written consent.

7. Remedies and law

The Recipient agrees that a breach may cause irreparable harm, and that the Discloser may seek an injunction in addition to any other remedy.

The Recipient will indemnify the Discloser for all losses arising from any breach of this Agreement by the Recipient or its representatives.

This Agreement is governed by the laws of the State of Delaware, and the courts of Delaware have exclusive jurisdiction.

8. Notices

Notices must be sent by email to legal@example.com for the Discloser and to notices@example.org for the Recipient.