Non Disclosure Agreement Template for Business

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. [__________________________________], a corporation organized and existing under the laws of [________________], with its principal place of business located at [________________________________] (“Party A”); and

2. [__________________________________], a corporation organized and existing under the laws of [________________], with its principal place of business 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 in connection with [__________________________________] (the “Purpose”). In connection with the Purpose, each Party may disclose to the other Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all non-public, proprietary, or confidential information, whether oral, written, or electronic, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to trade secrets, business plans, financial data, customer lists, software code, intellectual property, and technical specifications, which is marked as “Confidential” or should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) Not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the Purpose; d) To restrict access to the Confidential Information to those employees, directors, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years thereafter.

6. 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 tangible items containing Confidential Information.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of __________________. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in __________________.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties. This Agreement may be executed in counterparts.

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

PARTY A: [__________________________________]

Signature: ______________________________ Name: [] Title: [] Date: __________________________________

PARTY B: [__________________________________]

Signature: ______________________________ Name: [] Title: [] Date: __________________________________