NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made and entered into as of [DATE], by and between [SELLER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [SELLER ADDRESS] ("Seller"), and [BUYER NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [BUYER ADDRESS] ("Buyer"). 

WHEREAS, Seller possesses certain confidential and proprietary information relating to its business, including but not limited to financial records, customer lists, operational procedures, and trade secrets (collectively, "Confidential Information"); and 

WHEREAS, Seller is considering a potential sale of its business to Buyer, and in connection therewith, Seller desires to disclose certain Confidential Information to Buyer; and

WHEREAS, Buyer desires to receive and review the Confidential Information for the sole purpose of evaluating the potential purchase of Seller's business.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Confidential Information. "Confidential Information" shall include all information disclosed by Seller to Buyer, whether orally, in writing, or electronically, relating to Seller's business, including but not limited to: 

• Financial statements, projections, and budgets.
• Customer lists, contracts, and sales data.
• Operational procedures, processes, and manuals.
• Trade secrets, formulas, and intellectual property.
• Marketing plans and strategies.
• Any other information designated as confidential by Seller.

Non-Disclosure. Buyer agrees to:

• Maintain the Confidential Information in strict confidence.
• Use the Confidential Information solely for the purpose of evaluating the potential purchase of Seller's business.
• Not disclose the Confidential Information to any third party without the prior written consent of Seller.
• Restrict access to the Confidential Information to its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. 
• Protect the Confidential Information from unauthorized use, disclosure, or access.
• Exceptions. The obligations of confidentiality shall not apply to information that:
• Is or becomes publicly known through no fault of Buyer.
• Is rightfully received by Buyer from a third party without any obligation of confidentiality.
• Is independently developed by Buyer without use of the Confidential Information.
• Is required to be disclosed by law or court order, provided that Buyer provides Seller with prompt notice of such requirement.

Return of Information. Upon Seller's written request, or upon termination of discussions regarding the potential purchase, Buyer shall promptly return or destroy all Confidential Information and all copies thereof.

Penalties for Breach. Buyer acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Seller, for which monetary damages may be inadequate. In the event of a breach or threatened breach of this Agreement, Seller shall be entitled to seek injunctive relief, specific performance, and other equitable remedies, in addition to any other remedies available at law or in equity. Buyer also agrees to pay all legal fees associated with the enforcement of this NDA.

Term. This Agreement shall remain in effect for a period of [NUMBER] years from the date hereof.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. 

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 

Amendments. This Agreement may not be amended or modified except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 

[SELLER NAME]

By: ____________________________

Name: ____________________________

Title: ____________________________

[BUYER NAME]

By: ____________________________

Name: ____________________________

Title: ____________________________

Important Notes:

• This is a sample NDA and should not be used as a substitute for legal advice.
• You should consult with an attorney to ensure that the NDA is tailored to your specific needs and complies with applicable laws.
• Specific penalties can be further defined, such as liquidated damages, but this requires careful legal consideration.
• The term of the NDA should be carefully considered, as it can have implications for future business activities.
• State laws vary, so always have a lawyer familiar with your state's laws review any NDA.
• This sample does not include any specific dollar amounts for penalties. A lawyer can help determine appropriate amounts.