MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into as
of the date of last signature below by and between [Insert Name of your Company]
with its principal place of business at [Insert Address of Party 1] ("Party 1"), and
[Insert Name of Party 2] with its principal place of business at [Insert Address of
Party 2] ("Party 2"), each a "Party" and collectively the "Parties".
WHEREAS, the Parties desire to engage in discussions regarding a potential
business relationship between them;
WHEREAS, in connection with such discussions, each Party may disclose to the
other certain confidential and proprietary information; and
WHEREAS, each Party desires to protect the confidentiality of such information.
NOW, THEREFORE, the Parties agree as follows:
1. Definition of Confidential Information. "Confidential Information" means any
and all technical and non-technical information provided by one Party
("Disclosing Party") to the other Party ("Receiving Party") that is marked as
confidential or proprietary, or that should reasonably be understood to be
confidential given the nature of the information and the circumstances of
disclosure, including without limitation: (a) trade secrets; (b) inventions and
ideas; (c) financial information; (d) customer and supplier information; (e)
business plans and strategies; (f) marketing and sales information; and (g) all
analyses, compilations, and other materials derived from the foregoing.
2. Obligations of Receiving Party. The Receiving Party shall hold in strict
confidence and not disclose, reproduce, distribute, or use any Confidential
Information of the Disclosing Party for any purpose other than for the limited
purpose of evaluating a potential business relationship between the Parties.
The Receiving Party shall restrict disclosure of Confidential Information to its
employees, agents, or consultants who have a need to know such information
for the limited purpose set forth above and who are bound by written
obligations of confidentiality and non-use at least as protective as those set
forth herein.
3. Obligations of Disclosing Party. The Disclosing Party shall have no obligation
under this Agreement with respect to any Confidential Information that: (a) is
or becomes generally known to the public through no fault of the Receiving
Party; (b) was in the Receiving Party’s possession or known to it prior to
receipt from the Disclosing Party, as evidenced by written records; (c) is
rightfully obtained by the Receiving Party from a third party without restriction
as to use or disclosure; or (d) is independently developed by the Receiving
Party without use of or reference to the Confidential Information of the
Disclosing Party, as evidenced by written records.
4. Term and Termination. This Agreement shall remain in effect for a period of
[Insert time frame] years from the date of last signature below. Either Party
may terminate this Agreement at any time upon written notice to the other
Party. The obligations of confidentiality and non-use set forth herein shall
survive the termination of this Agreement.
5. Injunctive Relief. The Parties agree that any breach of this Agreement may
cause irreparable harm for which monetary damages may not be an adequate
remedy, and that the non-breaching Party shall be entitled to seek injunctive
relief to enforce the provisions of this Agreement without the need to post
bond or prove damages.
6. Miscellaneous. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and assigns. This
Agreement constitutes the entire agreement between the Parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings, whether written or oral, relating to such
subject
7. Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the [Insert Governing Law], without
giving effect to its principles of conflicts of laws. The Parties agree that any
dispute arising out of or relating to this Agreement shall be brought exclusively
in the courts of [Insert Jurisdiction], and each Party consents to the jurisdiction
of such courts and waives any objection to the laying of venue in such courts.
8. Notices. Any notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been given if
delivered in person or by registered or certified mail, postage prepaid, return
receipt requested, or by reputable courier service with tracking capabilities, to
the following addresses:
Party 1: [Insert Name and Address of Party 1]
Party 2: [Insert Name and Address of Party 2]
Either Party may change its address for notices by written notice to the other
Party in accordance with this Section.
9. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
[Insert Name of Party 1]
By: ________________________
Name: ______________________
Title: _______________________
[Insert Name of Party 2]
By: ________________________
Name: ______________________
Title: _______________________
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