Non Disclosure Agreement Template Free Pdf

MUTUAL NON-DISCLOSURE AGREEMENT

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

Party A: [________________________________________], with its principal place of business at [________________________________________] (“Disclosing Party”), and

Party B: [________________________________________], with its principal place of business at [________________________________________] (“Receiving Party”).

Collectively referred to as the “Parties” and individually as a “Party.”

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, customer lists, financial data, product designs, software code, and trade secrets.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the purpose of [________________________________________] (the “Purpose”). b) Protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. c) Restrict disclosure of Confidential Information to its employees, agents, or contractors 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 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 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. TERM AND TERMINATION

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

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 containing Confidential Information.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. 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 hereunder 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.

DISCLOSING PARTY

Signature: ___________________________ Name: [___________________________] Title: [___________________________] Date: [___________________________]

RECEIVING PARTY

Signature: ___________________________ Name: [___________________________] Title: [___________________________] Date: [___________________________]