Mutual Non-Disclosure Agreement
Mutual (two-way)
Disclosing party
Disclosing Party
Receiving party
Receiving Party
1. Definition of Confidential Information
"Confidential Information" means any non-public information, in any form, disclosed by either party to the other in connection with evaluating a potential business relationship between the parties, including but not limited to business plans, financial information, technical data, trade secrets, know-how, and client or customer information, whether marked confidential or not.
2. Obligations of the Receiving Party
Each party agrees to hold the other party's Confidential Information in strict confidence, to use it solely for the stated purpose, and not to disclose it to any third party without the prior written consent of the disclosing party, except as required by law.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.
4. Term
This Agreement shall remain in effect for 24 months from the Effective Date. The confidentiality obligations set out herein shall survive termination of this Agreement for so long as the information remains confidential.
5. Return or Destruction of Materials
Upon request or termination of this Agreement, each receiving party shall promptly return or destroy all documents and materials containing Confidential Information, and certify such destruction if requested.
6. No License or Warranty
Nothing in this Agreement grants either party any rights, by license or otherwise, to the other party's Confidential Information, patents, trademarks, or other intellectual property, except as expressly stated. Confidential Information is provided "as is" without warranty of any kind.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction agreed by the parties, without regard to its conflict of laws principles.
8. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior discussions or agreements, whether written or oral. Any amendment must be in writing and signed by both parties.
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