Non Disclosure Agreement Nda Template Free

MUTUAL NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [___________], with a principal place of business at [___________] ("Disclosing Party"),

AND

Receiving Party: [___________], with a principal place of business at [___________] ("Receiving Party").

The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to explore a potential business opportunity of mutual interest in connection with [___________] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. Definition of Confidential Information

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

3. Obligations of Receiving Party

The Receiving Party shall: (a) Protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Receiving Party would protect its own confidential information, but in no event with less than a reasonable degree of care; (b) Not use the Confidential Information for any purpose except to evaluate or engage in the Purpose; (c) Not disclose any such Confidential Information to any person or entity, except to its employees, officers, or advisors who need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those 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; or (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5. Term

The obligations of confidentiality under this Agreement shall survive for a period of [___________] years from the Effective Date.

6. Return of Materials

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of [___________], without regard to its conflict of laws principles.

8. Miscellaneous

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

---

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

DISCLOSING PARTY:

Signature: ___________________________

Name: [___________]

Title: [___________]

RECEIVING PARTY:

Signature: ___________________________

Name: [___________]

Title: [___________]