Non Disclosure Agreement Template Pdf Free Download

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

Party A: ________________________________________, located at ________________________________________________________________ (hereinafter referred to as the "Disclosing Party")

Party B: ________________________________________, located at ________________________________________________________________ (hereinafter referred to as the "Receiving Party")

(Collectively referred to as the "Parties").

---

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, product designs, software code, and proprietary processes, whether disclosed orally, in writing, or via electronic media.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) Use the Confidential Information solely for the purpose of ________________________________________________________________ (the "Purpose"); d) Restrict access to the Confidential Information to those employees, contractors, 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 other than as a result of a disclosure by the Receiving Party; b) Was within the Receiving Party’s possession prior to it being furnished by the Disclosing Party; c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party.

4. TERM

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 date of disclosure.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Disclosing Party's Confidential Information and all copies thereof.

6. REMEDIES

The Receiving Party acknowledges that disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which damages may be an inadequate remedy. Accordingly, 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

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

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

---

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DISCLOSING PARTY:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

RECEIVING PARTY:

Signature: ___________________________

Name: _______________________________

Title: ________________________________