Non Disclosure Agreement Template Word Pdf

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:

[Name of Party 1], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation/LLC], with its principal place of business at [Full Address] ("Disclosing Party"),

AND

[Name of Party 2], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation/LLC], with its principal place of business at [Full Address] ("Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

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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 certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information, whether oral, written, electronic, or in any other form, disclosed by one Party (the "Discloser") to the other (the "Recipient"), including but not limited to business plans, financial data, customer lists, technical specifications, trade secrets, software, designs, and strategies, which is marked "Confidential" or which the Recipient should reasonably understand to be confidential given the nature of the information.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall: a) Use the Confidential Information solely for the purpose of evaluating the Transaction; b) Restrict access to the Confidential Information to those of its employees, directors, or advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein; c) Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement; b) Was in the Recipient’s possession or known to it prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Recipient without use of the Discloser’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 Discloser with prompt written notice (where legally permissible) so that the Discloser 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.

7. RETURN OF MATERIALS

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

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. Any disputes arising hereunder shall be resolved in the courts located in [County, State].

9. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification 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.

[NAME OF PARTY 1]

Signature: ___________________________

Name: _______________________________

Title: ________________________________

[NAME OF PARTY 2]

Signature: ___________________________

Name: _______________________________

Title: ________________________________