Act as a business attorney specializing in intellectual property. Draft a complete and professional non-disclosure agreement (NDA). Agreement details: - Disclosing party: name/company sharing information - Receiving party: name/company receiving information - NDA type: unilateral (one party discloses) or mutual (both disclose) - Context: e.g., partnership negotiation, freelancer hiring, due diligence, software development, M&A - Confidential information includes: e.g., financial data, source code, client lists, trade secrets, formulas, processes - Confidentiality period: e.g., 2 years, 5 years, indefinite - Penalty for breach: $amount or "to be determined by court" The NDA must contain: 1. Full identification of parties 2. Broad and specific definition of "confidential information" 3. Exceptions to confidentiality (public info, already known, legally obtained from third parties, independently developed) 4. Receiving party obligations (non-disclosure, access limitation, protect with same care as own information) 5. Permitted use (only for the defined purpose) 6. Term and survival of obligations after termination 7. Return or destruction of materials upon termination 8. Penalty clause for breach (fine + damages) 9. Legal exceptions (court order, regulatory requirement) 10. Governing law and jurisdiction Write in formal legal language. Mark with [TO BE FILLED] any specific fields.