MUTUAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Party A Name], of [Party A Address] ("Party A"),
AND
[Party B Name], of [Party B Address] ("Party B").
Collectively referred to as the "Parties" and individually as a "Party".
BACKGROUND
WHEREAS, the Parties wish to explore a potential business relationship or other collaborative activity and, in connection with this, may disclose to each other certain confidential and proprietary information;
AND WHEREAS, the Parties agree to protect the confidentiality of such information in accordance with the terms set out below.
1. DEFINITIONS
1.1 "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by any other means, including but not limited to business plans, financial information, technical data, trade secrets, customer lists, and other sensitive information.
1.2 Confidential Information does not include information that:
- is or becomes publicly available through no fault of the Receiving Party;
- is already in the Receiving Party’s possession at the time of disclosure without obligation of confidentiality;
- is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
- is lawfully obtained from a third party who is not under an obligation of confidentiality to the Disclosing Party.
2. OBLIGATIONS OF CONFIDENTIALITY
2.1 The Receiving Party shall:
- use the Confidential Information solely for the purpose of [describe purpose, e.g., "evaluating a potential business relationship"];
- not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
- take reasonable steps to protect the confidentiality of the Confidential Information, at least as protective as those the Receiving Party takes to protect its own confidential information.
2.2 The Receiving Party may disclose Confidential Information to its employees, officers, agents, or professional advisors who have a legitimate need to know, provided they are bound by confidentiality obligations no less restrictive than those in this Agreement.
3. EXCEPTIONS
3.1 If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent permitted, promptly notify the Disclosing Party and cooperate with any efforts to limit such disclosure.
4. TERM
4.1 This Agreement shall commence on the date first written above and continue for a period of [Term, e.g., "two (2) years"] unless terminated earlier by either Party with [Notice Period Days] days’ written notice.
4.2 The obligations of confidentiality under this Agreement shall survive for [Survival Period, e.g., "three (3) years"] following the termination or expiration of this Agreement.
5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
5.1 Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, and certify in writing that it has done so, except for copies retained as required by law or for archival purposes.
6. NO LICENSE OR WARRANTY
6.1 Nothing in this Agreement shall be construed as granting any license or rights to use any Confidential Information except as expressly set forth herein.
6.2 All Confidential Information is provided "as is" without any warranty, express or implied, as to its accuracy or completeness.
7. NO OBLIGATION
7.1 Nothing in this Agreement obligates either Party to proceed with any proposed transaction or relationship.
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
9. MISCELLANEOUS
9.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions or agreements.
9.2 Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.
9.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.4 Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
9.5 Notices: Any notice under this Agreement must be in writing and delivered to the addresses stated above (or as otherwise notified in writing).
10. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first written above.
[Party A Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
[Party B Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
