How to Write a Non Disclosure Agreement

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

PARTIES:

1. [________________________________________], a [State/Country] [Entity Type, e.g., Corporation/LLC] with its principal place of business located at [________________________________________________] (“Party A”); and

2. [________________________________________], a [State/Country] [Entity Type, e.g., Corporation/LLC] with its principal place of business located at [________________________________________________] (“Party B”).

(Collectively referred to as the "Parties" and individually as a "Party").

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1. PURPOSE

The Parties wish to explore a business opportunity of mutual interest relating to [________________________________________________] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or by electronic or other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) Hold all Confidential Information in strict confidence and take reasonable precautions to protect such information; (b) Use the Confidential Information solely for the Purpose defined in Section 1; (c) Restrict disclosure of such information to its employees, consultants, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: (a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (b) Was within the Receiving Party’s possession prior to it being furnished by the Disclosing Party; (c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; or (d) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue for a period of [___] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___] years following the date of disclosure.

6. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of [______________________]. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in [______________________].

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

PARTY A:

Signature: __________________________

Name: [__________________________]

Title: [__________________________]

Date: [__________________________]

PARTY B:

Signature: __________________________

Name: [__________________________]

Title: [__________________________]

Date: [__________________________]