Mutual NDA Template
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [Effective Date] (“Effective Date”) by and between [Party A Name], a [jurisdiction and entity type] with its principal place of business at [Party A Address] (“Party A”), and [Party B Name], a [jurisdiction and entity type] with its principal place of business at [Party B Address] (“Party B”). Each of Party A and Party B may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties desire to engage in discussions and/or business transactions concerning [brief description of purpose, e.g., a potential business relationship, collaboration, or project] (the “Purpose”);
WHEREAS, in connection with such discussions and/or business transactions, it may be necessary and desirable for each Party to disclose to the other certain confidential and proprietary information;
WHEREAS, the Parties wish to protect the confidentiality of such information and to prevent its unauthorized use and disclosure;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions and Interpretation
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
“Confidential Information” means any and all non-public, proprietary, or confidential information, whether disclosed orally, in writing, electronically, or in any other form, by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), including but not limited to business plans, strategies, financial information, technical data, trade secrets, know-how, customer lists, marketing information, software, inventions, processes, and any other information that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.
References to the singular include the plural and vice versa, and references to any gender include all genders.
Headings are for convenience only and shall not affect the interpretation of this Agreement.
Any reference to a “person” includes an individual, corporation, partnership, trust, or other legal entity.
The words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation.”
Any reference to a section or clause is a reference to a section or clause of this Agreement unless otherwise stated.
In the event of any conflict or inconsistency between the terms of this Agreement and any other agreement between the Parties relating to the subject matter hereof, the terms of this Agreement shall prevail unless expressly stated otherwise.
Any ambiguity in this Agreement shall not be construed against either Party as the drafter.
Purpose and Scope of Disclosure
The Parties agree that the disclosure of Confidential Information under this Agreement is solely for the Purpose as described in the recitals above.
Each Party may disclose Confidential Information to the other Party only to the extent necessary to further the Purpose.
The scope of disclosure shall be limited to information that is reasonably required for the Purpose and shall not extend to information unrelated to the Purpose.
The Parties acknowledge that disclosure of Confidential Information is voluntary and that neither Party is obligated to disclose any particular information.
Nothing in this Agreement shall obligate either Party to enter into any further agreement or business relationship with the other Party.
The Parties agree that any Confidential Information disclosed shall remain the property of the Disclosing Party.
The Parties shall not use the Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party.
Obligations of Confidentiality
Each Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, publish, or disseminate such Confidential Information to any third party except as expressly permitted by this Agreement.
The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information of like importance, but in no event less than a reasonable standard of care.
The Receiving Party shall not use the Confidential Information for any purpose other than as expressly permitted by this Agreement.
The Receiving Party shall restrict disclosure of the Confidential Information to its employees, agents, or representatives who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information of which it becomes aware.
The Receiving Party shall cooperate with the Disclosing Party in any efforts to prevent or remedy any unauthorized use or disclosure of Confidential Information.
The Receiving Party shall not copy, reproduce, or otherwise duplicate any Confidential Information except as necessary to fulfill the Purpose.
Exclusions from Confidential Information
The obligations of confidentiality set forth in this Agreement shall not apply to any information that:
Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement.
Was in the possession of the Receiving Party prior to receipt from the Disclosing Party, as evidenced by written records.
Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.
Is approved for release by the Disclosing Party in writing.
Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any efforts to limit or prevent such disclosure.
The burden of proving the applicability of any exclusion shall rest with the Receiving Party.