Non Disclosure Agreement Template Partnership

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this ______ day of ___________, 20 (the "Effective Date"), by and between:

[PARTY A NAME], a corporation/entity organized and existing under the laws of [], with its principal place of business at [] ("Party A"); and

[PARTY B NAME], a corporation/entity organized and existing under the laws of [], with its principal place of business at [] ("Party B").

(Collectively, the "Parties," and individually, a "Party").

1. PURPOSE

The Parties wish to explore a potential business opportunity or partnership regarding [_________________________________________________] (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" means any and all information, whether oral, written, electronic, or in any other form, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which is marked as "Confidential" or which, given the nature of the information or the circumstances surrounding the disclosure, should reasonably be understood to be confidential. This includes, but is not limited to, trade secrets, business plans, financial data, customer lists, technical processes, and software code.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the confidentiality of the Confidential Information with at least 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 the Confidential Information solely to employees, agents, or consultants 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 does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; b) Was within the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement; or 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 (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. TERM

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations regarding Confidential Information shall survive the termination of this Agreement for a period of ______ years thereafter.

7. NO LICENSE OR WARRANTY

Nothing in this Agreement grants the Receiving Party any license or right to the Confidential Information. All Confidential Information is provided "AS IS," and the Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of such information.

8. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or upon termination of the business relationship, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and provide written certification of such destruction.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of []. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [].

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions or agreements. No amendment to this Agreement shall be effective 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 NAME]

Signature: ___________________________ Name: _______________________________ Title: ________________________________

[PARTY B NAME]

Signature: ___________________________ Name: _______________________________ Title: ________________________________