Non Disclosure Agreement Template Google Docs

MUTUAL NON-DISCLOSURE AGREEMENT

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

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

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

(Party A and Party B are 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 (the "Transaction"). In connection with the Transaction, each Party may disclose to the other Party certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), 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. Confidential Information includes, but is not limited to, business plans, financial data, technical data, trade secrets, software, customer lists, and product roadmaps.

3. Obligations of Receiving Party

The Receiving Party agrees: (a) To hold all Confidential Information in strict confidence and to take reasonable precautions to protect such Confidential Information; (b) Not to disclose any 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 of evaluating or pursuing the Transaction; (d) To restrict access to the Confidential Information to those of its employees, directors, or advisors who need to know such information for the Transaction and who are bound by confidentiality obligations at least as restrictive as those herein.

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

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. Term and Termination

The obligations of confidentiality shall survive for a period of [___________] years from the date of disclosure. This Agreement may be terminated by either Party upon [___________] days’ written notice to the other Party. Upon termination or written request, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession.

7. No License

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

8. 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 [___________].

9. Miscellaneous

This Agreement constitutes the entire agreement between the Parties. No amendment or modification of this Agreement shall be valid unless in writing and 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.

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PARTY A:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________

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PARTY B:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________