Non Disclosure Agreement Template English

MUTUAL NON-DISCLOSURE AGREEMENT

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

[___________], a [___________] organized and existing under the laws of [___________], with its principal place of business located at [___________] ("Party A");

AND

[___________], a [___________] organized and existing under the laws of [___________], with its principal place of business located at [___________] ("Party B").

(Collectively, the "Parties," and 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, software, source code, trade secrets, customer lists, and technical specifications, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: (a) Use the Confidential Information solely for the purpose of evaluating or engaging in a potential business relationship between the Parties (the "Purpose"); (b) Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; (c) Limit access to the Confidential Information to those of its employees, officers, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained 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 by the Receiving Party; (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; or (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or legal process to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permissible) to allow the Disclosing Party to 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 of this Agreement for a period of [___________] years following the disclosure of the Confidential Information.

6. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [___________]. Any disputes arising out of or in connection with 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 valid unless 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.

PARTY A:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________

PARTY B:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________