Non Disclosure Agreement Template Scribd

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:

[PARTY A NAME], a [State/Country] [Entity Type, e.g., Corporation/LLC] with its principal place of business at [Full Address] ("Party A"),

AND

[PARTY B NAME], a [State/Country] [Entity Type, e.g., Corporation/LLC] with its principal place of business at [Full Address] ("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 [Describe Purpose/Project, e.g., a potential joint venture, acquisition, or service engagement] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any data or information that is proprietary to the disclosing Party and not generally known to the public, whether disclosed orally, in writing, or by inspection of tangible objects, including but not limited to: financial data, trade secrets, business plans, software code, customer lists, and technical processes.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the confidentiality of such information with the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care; and c) Restrict disclosure of Confidential Information to its 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 publicly known through no breach of this Agreement; b) Was in the Receiving Party’s possession prior to disclosure; c) Is independently developed by the Receiving Party without reference to the Confidential Information; or d) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

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 (where legally permissible) so that the Disclosing Party may seek a protective order.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [Number] years from the Effective Date. The obligations of confidentiality shall survive for a period of [Number] years following the termination of this Agreement.

7. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

8. NO LICENSE OR WARRANTY

Nothing in this Agreement grants the Receiving Party any license or right to the Disclosing Party’s intellectual property. All Confidential Information is provided "AS IS" without any warranty of accuracy or completeness.

9. GOVERNING LAW AND JURISDICTION

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

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements.

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

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[PARTY A NAME]

Signature: ___________________________ Name: ______________________________ Title: _______________________________

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[PARTY B NAME]

Signature: ___________________________ Name: ______________________________ Title: _______________________________