Mutual NDA Template

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of the last signature below (the "Effective Date"), by and between the two parties identified below (each a "Party" and together the "Parties"), who wish to exchange certain confidential information for the purpose described below.

1. The Parties

Party 1 (Company/Individual Name):

Address:

Signatory Name & Title:

Party 2 (Company/Individual Name):

Address:

Signatory Name & Title:

Purpose of Disclosure (briefly describe why confidential information is being shared):

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether in writing, orally, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial information, customer lists, technical data, and product designs.

3. Exclusions

1.is or becomes publicly available through no fault of the Receiving Party;

2.was already known to the Receiving Party before disclosure, free of any confidentiality obligation;

3.is independently developed by the Receiving Party without use of the Confidential Information; or

4.is rightfully received from a third party without breach of any confidentiality obligation.

4. Obligations of the Receiving Party

1.use the Confidential Information solely for the Purpose stated above;

2.protect the Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care;

3.not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and

4.promptly notify the Disclosing Party if it becomes aware of any unauthorized use or disclosure of the Confidential Information.

5. Term and Return of Materials

This Agreement remains in effect for _____ (fill in) years from the Effective Date, unless terminated earlier by mutual written agreement. The confidentiality obligations in this Agreement survive termination for a period of _____ (fill in) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law. Upon request, the Receiving Party will return or destroy all Confidential Information in its possession.

6. No License; No Obligation

Nothing in this Agreement grants either Party any rights in the other Party’s Confidential Information beyond the limited right to use it for the Purpose. Neither Party is obligated to disclose any particular information, or to enter into any further business relationship, as a result of this Agreement.

7. Remedies

The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages alone would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. Governing Law and General Provisions

Governing Law (state/country whose law applies):

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior discussions or agreements on that subject. This Agreement may only be amended in writing signed by both Parties. If any provision is found unenforceable, the remaining provisions remain in full effect.

9. Signatures

By signing below, each Party agrees to the terms of this Agreement.

Party 1

Signature:

Printed Name:

Title:

Date:

Party 2

Signature:

Printed Name:

Title:

Date: