Non Disclosure Agreement Sample Filled Out

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:

[_________________________], located at [_________________________________________________] ("Party A"), and

[_________________________], located at [_________________________________________________] ("Party B").

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential 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, including, but not limited to: business plans, financial data, customer lists, trade secrets, software code, marketing strategies, and [_________________________________________________].

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 such Confidential Information; b) Use the Confidential Information solely for the purpose of evaluating and/or engaging in [_________________________________________________] (the "Purpose"); c) Disclose Confidential Information only to employees, agents, or consultants who have a specific need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those herein.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available 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.

4. TERM

The obligations of confidentiality under this Agreement shall survive for a period of [___] years from the Effective Date, provided that any trade secrets disclosed shall remain protected for as long as they qualify as trade secrets under applicable law.

5. 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 representing the Disclosing Party’s Confidential Information and all copies thereof.

6. GOVERNING LAW AND JURISDICTION

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

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

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

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PARTY A: [_________________________]

Signature: ____________________________________

Name: [_________________________]

Title: [_________________________]

Date: [_________________________]

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PARTY B: [_________________________]

Signature: ____________________________________

Name: [_________________________]

Title: [_________________________]

Date: [_________________________]