NDA Example Template (Word): One-Way or Mutual NDA by Country

Effective 2026-11-01. Parties: Brightline Components Inc. (the Discloser) and Apex ERP Consulting LLP (the Recipient). Disclosure under this Agreement is one-way, from the Discloser to the Recipient only. Where disclosure is mutual, each party is a Discloser for what it discloses and a Recipient for what it receives.

The Recipient will assess the Discloser's ERP configuration and production data for a planned upgrade and will have read access to selected modules, reports and sample data sets.

Confidential Information may be used only for this purpose.

Confidential Information is any non-public technical, commercial, financial or operational information disclosed by or for the Discloser, whether written, electronic, oral or visual. Examples include product designs and drawings, source code and configurations, ERP data and screenshots, bills of materials, costs and prices, customer and supplier lists, business plans and any inventions or improvements described to the Recipient. It excludes information that is public without breach, already known to the Recipient, received lawfully from a third party, or independently developed.

The Recipient will keep Confidential Information secret, protect it with reasonable security measures, share it only with personnel who need it for the purpose and are bound by equivalent duties, and not copy, remove or store it outside agreed systems. The Recipient will not attempt to re-identify anonymised data or reverse engineer anything supplied. Any suspected unauthorised access or loss will be reported to the Discloser without undue delay.

If Confidential Information includes personal data or data belonging to the Discloser's customers, the Recipient will process it only as needed for the purpose and in line with applicable US federal and state privacy and data security laws. Unless the parties agree otherwise in writing, no personal data will be moved outside the systems or country in which it is provided.

All rights in Confidential Information stay with the Discloser. This Agreement grants no licence. Feedback and general skills or know-how that the Recipient already had or develops independently, and that do not contain Confidential Information, remain free for the Recipient to use.

Either party may end disclosure under this Agreement by giving 30 days written notice. The duties of confidentiality continue for 3 years after termination, and for trade secrets for as long as they remain secret. On request the Recipient will return or securely delete Confidential Information and confirm in writing, except for copies it must keep by law or that sit in routine backups, which stay protected.

If disclosure is required by law, the Recipient will notify the Discloser if lawful and disclose only what is required. The Discloser will identify any export controlled technical data before sending it, and nothing in this Agreement authorises export or foreign access without the required authorisation.

This Agreement is governed by the laws of the State of Delaware, United States, and the federal laws of the United States where applicable. It is the entire agreement on its subject, may be changed only in writing signed by both parties, and may be signed electronically and in counterparts. The Discloser may seek injunctive relief for breach in addition to other remedies.