Non Disclosure Agreement in Contract Law

MUTUAL NON-DISCLOSURE AGREEMENT

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

Party A: [________________________________________________] with its principal place of business at [________________________________________________] ("Disclosing Party"); and

Party B: [________________________________________________] with its principal place of business at [________________________________________________] ("Receiving Party").

(Collectively, the "Parties," and individually, a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, whether oral, written, electronic, or in any other form, disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked as "Confidential," "Proprietary," or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, technical specifications, and software architecture.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own confidential information). b) Use the Confidential Information solely for the purpose of [________________________________________________] (the "Permitted Purpose"). c) Disclose Confidential Information only to those employees, consultants, or advisors who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party. b) Was in the Receiving Party’s possession or known by them 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 reference to or use of the Disclosing Party’s Confidential Information.

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 of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [___________] years.

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 Confidential Information.

7. GOVERNING LAW AND JURISDICTION

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

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

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

DISCLOSING PARTY

Signature: __________________________ Name: [__________________________] Title: [__________________________] Date: [__________________________]

RECEIVING PARTY

Signature: __________________________ Name: [__________________________] Title: [__________________________] Date: [__________________________]