Mutual Non Disclosure Agreement Template Free

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Party A: [___________], a [___________] organized under the laws of [___________], with its principal place of business at [___________] ("Disclosing/Receiving Party"); and

Party B: [___________], a [___________] organized under the laws of [___________], with its principal place of business at [___________] ("Disclosing/Receiving Party").

Collectively, the parties shall be referred to as the "Parties" and individually as a "Party."

1. Purpose

The Parties wish to explore a potential business opportunity of mutual interest (the "Transaction") and, in connection with this Transaction, each Party may disclose to the other certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information, whether oral, written, or electronic, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including but not limited to business plans, financial data, customer lists, technical data, trade secrets, software, and marketing strategies. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was in the Receiving Party’s possession prior to disclosure; or (c) is rightfully obtained from a third party without breach of any confidentiality obligation.

3. Obligations of Receiving Party

The Receiving Party agrees to: a) Use the Confidential Information solely for the purpose of evaluating or pursuing the Transaction; b) Restrict disclosure of Confidential Information to its employees, consultants, or advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein; c) Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

5. Return or Destruction of Materials

Upon the written request of the Disclosing Party or the termination of discussions regarding the Transaction, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, and certify such destruction in writing.

6. Term

The obligations of confidentiality under this Agreement shall remain in effect for a period of [___________] years from the date of initial disclosure.

7. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license or right to the Confidential Information. All Confidential Information is provided "AS IS" without any warranty of any kind, express or implied.

8. Governing Law and Jurisdiction

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

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PARTY A

Signature: __________________________

Name: [___________]

Title: [___________]

PARTY B

Signature: __________________________

Name: [___________]

Title: [___________]