Non Disclosure Agreement Nda Template Word

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. [______________________________], located at [________________________________________________] (“Party A”); and
2. [______________________________], located at [________________________________________________] (“Party B”).

(Collectively 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”). In connection with the Transaction, each Party may disclose to the other certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all non-public, proprietary, or sensitive information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, or by electronic or other form, marked as “Confidential,” “Proprietary,” or which by its nature should reasonably be considered confidential, including but not limited to business plans, financial data, customer lists, technical specifications, trade secrets, and software.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall: (a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) Use the Confidential Information solely for the purpose of evaluating or pursuing the Transaction; (c) Restrict disclosure of Confidential Information to those employees, agents, or consultants who have a specific need to know 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; (b) Was in the Receiving Party’s possession or known by it 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.

5. 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 permitted) to allow the Disclosing Party to seek a protective order.

6. 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 documents and physical embodiments containing Confidential Information, and certify such destruction in writing.

7. TERM

The obligations of confidentiality shall survive for a period of [___] years from the Effective Date, regardless of whether the discussions regarding the Transaction continue.

8. NO LICENSE OR REPRESENTATION

Nothing in this Agreement grants the Receiving Party any license or right to the Confidential Information. The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information.

9. 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 under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [____________________].

10. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. Any amendments must be 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.

PARTY A:

Signature: __________________________

Name: [__________________________]

Title: [__________________________]

PARTY B:

Signature: __________________________

Name: [__________________________]

Title: [__________________________]