1. Parties
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between [DISCLOSING PARTY NAME], located at [DISCLOSING PARTY ADDRESS], and [RECEIVING PARTY NAME], located at [RECEIVING PARTY ADDRESS] (each a "Party" and together the "Parties"). Each Party may act as both a disclosing party and a receiving party under this Agreement.
2. Purpose
The Parties wish to exchange certain confidential information for the purpose of [DESCRIBE PURPOSE, e.g. evaluating a potential business relationship] (the "Purpose"). The receiving party may use Confidential Information only for the Purpose.
3. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation, business plans, financial information, customer lists, pricing, technical data, software, trade secrets, know-how, and product plans.
4. Exclusions
Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.
5. Obligations of the Receiving Party
The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (b) not disclose Confidential Information to any third party except its employees, contractors, and advisors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as these; and (c) promptly notify the disclosing party of any unauthorized use or disclosure.
6. Compelled Disclosure
If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall, where legally permitted, give the disclosing party prompt written notice and reasonable assistance so the disclosing party may seek a protective order, and shall disclose only the portion legally required.
7. Term and Duration of Obligations
This Agreement begins on the Effective Date and continues for [TERM, e.g. two (2) years] unless terminated earlier by either Party with [NOTICE PERIOD] written notice. The confidentiality obligations survive for [SURVIVAL PERIOD, e.g. three (3) years] after termination, and for trade secrets, for as long as the information remains a trade secret under applicable law.
8. Return or Destruction of Information
Upon written request or termination of this Agreement, the receiving party shall promptly return or destroy all Confidential Information in its possession and, on request, confirm this in writing. The receiving party may retain copies required by law or held in routine backups, which remain subject to this Agreement.
9. No License or Warranty
All Confidential Information remains the property of the disclosing party. Nothing in this Agreement grants any license or rights to the receiving party other than to use the information for the Purpose. Confidential Information is provided "as is" without warranty of any kind. Neither Party is obligated to enter into any further agreement.
10. Remedies
Each Party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages may be inadequate. The disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
11. Governing Law and General Terms
This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the Parties on its subject and may only be amended in writing signed by both Parties. If any provision is held unenforceable, the rest remains in effect.
12. Signatures
The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. [DISCLOSING PARTY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] [RECEIVING PARTY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE]