Non Disclosure Agreement Sample Word

MUTUAL NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [________________________________________], with a principal place of business located at [______________________________________________________________________] (“Disclosing Party”); and

Receiving Party: [________________________________________], with a principal place of business located at [______________________________________________________________________] (“Receiving Party”).

(Collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, technical data, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, or finances, disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly in writing, orally, or by inspection of tangible objects.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information; b) Not to divulge any such Confidential Information to any third party; c) Not to use any such Confidential Information for any purpose except to evaluate or engage in a potential business relationship with the Disclosing Party; and d) To restrict access to the Confidential Information to those employees or consultants who have a "need to know" and who have agreed to be bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information shall 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 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; or d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. TERM

This Agreement shall remain in effect for a period of [_____] years from the Effective Date. The obligations to protect Confidential Information shall survive the termination or expiration of this Agreement for a period of [_____] years.

5. RETURN OF MATERIALS

All documents and other tangible objects containing or representing Confidential Information which have been disclosed by the Disclosing Party to the Receiving Party, and all copies thereof, shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed upon the Disclosing Party’s written request.

6. 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 [___________].

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof. No amendment or modification of this Agreement shall be valid or binding unless set forth 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.

DISCLOSING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

RECEIVING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]

Date: [___________________________]