ChatGPT for Legal Drafting: A Closer Look

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the date of last signature below (the "Effective Date") by and between _____________, a _____________ corporation with its principal place of business at _____________ ("Disclosing Party") and _____________, a _____________ corporation with its principal place of business at _____________ ("Receiving Party").

WHEREAS, Disclosing Party is engaged in the development of software products and services (the "Software");

WHEREAS, Receiving Party is interested in evaluating the Software for potential business collaboration with Disclosing Party;

WHEREAS, in connection with such evaluation, Disclosing Party may disclose to Receiving Party certain confidential and proprietary information relating to the Software and its business;

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

1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, that is designated as "Confidential", "Proprietary" or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Software, its features, functionality, design, architecture, code, documentation, specifications, test results, performance data, business plans, marketing strategies, customer lists, pricing information and any other information relating to the Software or Disclosing Party's business.
2. Non-use and Non-disclosure. Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees or contractors, except to those employees or contractors who are required to have access to such Confidential Information in order to perform their duties in connection with the potential business relationship between the parties and who are bound by confidentiality obligations at least as restrictive as those contained herein.
3. Protection of Confidential Information. Receiving Party agrees to protect the confidentiality of Confidential Information in the same manner that it protects its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party agrees to take all reasonable measures to prevent any unauthorized use, disclosure, reproduction or distribution of Confidential Information.
4. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED.
6. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.
7. No amendment or modification to this Agreement shall be effective unless it is in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.

[Your Company/Organization Name]

By: ______________________

[Your Name, Title]

[Recipient's Name]

By: ______________________

[Recipient's Name, Signature]