Non Disclosure Agreement Format Gem

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this ______ day of ___________, 20 (the "Effective Date"), by and between:

[_________________________], a [] organized and existing under the laws of [], with its principal place of business at [____________________________________________________] ("Party A"),

AND

[_________________________], a [] organized and existing under the laws of [], with its principal place of business 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 potential business opportunity of mutual interest in connection with [____________________________________________________] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or by inspection of tangible objects, 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. This includes, without limitation, business plans, financial data, technical data, trade secrets, software, customer lists, and product designs.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) Not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the Purpose; d) To restrict access to Confidential Information to employees, contractors, 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 known to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by the Receiving Party prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is independently developed by the Receiving Party without use of or 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 regarding any Confidential Information disclosed during the term of this Agreement shall survive for a period of ______ years following the termination or expiration of this Agreement.

6. RETURN OF MATERIALS

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

7. REMEDIES

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which damages at law may be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies in addition to any other remedies available at law.

8. GOVERNING LAW AND JURISDICTION

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

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. 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 executed this Agreement as of the Effective Date first written above.

[NAME OF PARTY A]

Signature: ___________________________ Name: _______________________________ Title: ________________________________

[NAME OF PARTY B]

Signature: ___________________________ Name: _______________________________ Title: ________________________________