// A Prose Objectification of the [forms/legal/NDA.md]	=
// drafted from the perspective of a DAO’s legal wrapper engaging a new or potential contributor/grantee who will encounter confidential information (internal or third party)	=
// insert any specific concepts or references to be expressly confidential in Section 1	=
// consider including identities of pseudo-anon contributors as Confidential Information	=
Law.State.the	=	the State of New York
ArbitrationOrg.Name.Full	=	New York International Arbitration Center
Def.DAO	=	{_DAO}
_DAO	=	DAO
Doc.Ti	=	Non-Disclosure and Confidentiality Agreement
P2.ID.cl	=	[DAO WRAPPER], an [ENTITY TYPE] (the “Entity”), represented and governed by the {DAO.Rep.Name} decentralized autonomous organization
This.sec	=	This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of {EffectiveDate.YMD} (the “Effective Date”) by and between {P1.US.N,E,A} (“Party A”) and {P2.ID.cl} (“DAO”) (DAO and the Entity, together with any subsidiaries and affiliates, “{DefT.DAO}”) (Party A and {_DAO} are each a “Party” and both, the “Parties”).
Why.sec	=	{_DAO} and Party A have indicated an interest in exploring a potential commercial relationship and/or contractor or employment relationship (the “Relationship”). In connection with its respective evaluation of the Relationship, each Party, their respective affiliates and their respective directors, officers, employers, employees, contractors, agents, members, or advisors (collectively, “Representatives”) may be alerted of, become privy to, provide or gain access to certain confidential and/or proprietary information. A Party or its Representative disclosing its Confidential Information (as such term is defined in Section 1 below) to the other Party is hereafter referred to as a “Disclosing Party.” A Party or its Representative receiving the Confidential Information of the Disclosing Party is hereafter referred to as a “Receiving Party.” In consideration for being furnished Confidential Information and for the Relationship, {_DAO} and Party A agree as follows:
1.Ti	=	Confidential Information
1.1.sec	=	The term “Confidential Information” as used in this Agreement shall mean any data or information that is reasonably sensitive material and not generally known to the public or any third parties, including, but not limited to, information relating to any of the following: non-public product development and plans, proprietary concepts, documentation, operations, systems, computer software, source code, trade secrets, customer lists, customer relationships, present or future business activities, design, verbal conversations or representations, writings, technical information and integrations which the Disclosing Party reasonably communicates as confidential, and anything {_DAO} sets forth in writing as being confidential or sensitive material.
Note	=	Optional
1.2.sec	=	Unless expressly set forth in writing otherwise, any and all data, information, correspondence, materials, activities, operations, or relationships in any way related to {CoreConfSubjectMatter.cl} or any reference thereof shall be deemed included in the definition of “Confidential Information.”
1.	=	[G/Z/para/s2]
2.Ti	=	Exclusions from Confidential Information
2.sec	=	The obligation of confidentiality with respect to Confidential Information will not apply to any information publicly known due to prior authorized or lawful disclosure, or if the information is disclosed by the Receiving Party with the Disclosing Party’s prior written consent and approval.
3.Ti	=	Obligation to Maintain Confidentiality
3.0.sec	=	With respect to Confidential Information:
3.1.sec	=	Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to use commercially reasonable measures to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;
3.2.sec	=	Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;
3.3.sec	=	Upon termination the termination of this Agreement, Receiving Party will ensure that all documents, writings, and other electronic records that include or reflect any Confidential Information are returned to Disclosing Party or are destroyed as directed by Disclosing Party;
3.4.sec	=	d. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and
3.5.sec	=	e. The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Section 2 above.
3.	=	[G/Z/ol-a/s5]
4.Ti	=	Non-Disclosure of Relationship
4.sec	=	Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that the Disclosing Party and Receiving Party are having discussions or negotiation concerning the Relationship; or (c) any of the terms, conditions, discussions, plans or other facts with respect to the Relationship.
5.Ti	=	Representatives
5.sec	=	Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement, and Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
6.Ti	=	Disclaimer
6.sec	=	There is no representation or warranty made by Disclosing Party as to the accuracy or completeness of any of the Confidential Information. Either Party may, in its sole discretion: (a) reject any proposals made by the other Party or its Representatives with respect to the Relationship; and (b) terminate discussions or negotiations at any time.
7.Ti	=	Remedies
7.0.sec	=	Each Party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which:
7.1.sec	=	money damages may not be a sufficient remedy for any breach of this Agreement by such Party;
7.2.sec	=	the other Party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach;
7.3.sec	=	such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and
7.4.sec	=	in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one Party, or any of its Representatives, has breached this Agreement, such Party will be liable for reasonable legal fees and expenses incurred by the other Party in connection with such litigation, including, but not limited to, any appeals.
7.	=	[G/Z/ol-a/s4]
8.Ti	=	Notices
8.sec	=	All notices given under this Agreement shall be in writing and provided in the same manner and to the same addresses and addressees as the Agreement itself or as otherwise designated in writing by the Parties.
9.Ti	=	Termination
9.sec	=	This Agreement will terminate only upon the mutual written agreement of the Parties to terminate this Agreement.
10.Ti	=	Amendment
10.sec	=	This Agreement may be amended or modified only by a written agreement signed by both Parties.
11.Ti	=	Jurisdiction
11.sec	=	This Agreement is governed by the laws of {Law.State.the}, without regard to any conflicts of law provisions. The Parties hereby consent to the exclusive jurisdiction of the {ArbitrationOrg.Name.Full} with respect to any dispute arising under or relating to this Agreement, and waive any respective rights to a jury trial.
12.Ti	=	Miscellaneous
12.1.sec	=	This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the Parties. Neither Party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent.
12.2.sec	=	In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts were severed from this Agreement.
12.3.sec	=	This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. This Agreement may be executed by electronic means, and any electronic signatures to this Agreement are deemed the same as handwritten signatures for purposes of validity, enforceability, and admissibility.
12.	=	[G/Z/ol-a/s3]
	=	[G/AgtForm/US/0.md]
	=	[G/Z/ol/12]
*****************************************************	=
The Parties hereto have executed this Agreement as of the Effective Date.	=
________	=
By:	=
Party A	=
________	=
By:	=
[DAO WRAPPER]	=