Two Way Non Disclosure Agreement Template

Mutual Non-Disclosure Agreement (MNDA)

Document ID: TR-MNDA-2026-001 Effective Date: [____/____/2026]

Instructions for Use:

• This document is to be completed by authorized representatives of both disclosing and receiving parties prior to any exchange of confidential information.
• Retain a fully executed original copy for a minimum of seven (7) years following the termination or expiration of this agreement. Digital copies must be stored securely.
• No mandatory attachments are required for this agreement itself; however, any specific project plans or lists of initial confidential information may be referenced herein or in a separate appendix.

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Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into on the Effective Date by and between:

Party 1 (Disclosing/Receiving Party): Legal Name: [____________] Entity Type: [____________] Address: [____________] [____________] [____________] ("Party 1")

AND

Party 2 (Disclosing/Receiving Party): Legal Name: [____________] Entity Type: [____________] Address: [____________] [____________] [____________] ("Party 2")

Hereinafter, Party 1 and Party 2 may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties wish to explore a potential business relationship concerning [____________] (the "Purpose"), and in connection therewith, each Party may disclose to the other certain confidential and proprietary information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information "Confidential Information" means any and all information, in any form or medium, whether oral, written, electronic, visual, or otherwise, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") under this Agreement, directly or indirectly, that is designated as confidential or proprietary, or that by its nature or the circumstances of its disclosure should reasonably be understood to be confidential or proprietary. Confidential Information includes, but is not limited to:

• (a) Technical information: designs, specifications, data, prototypes, discoveries, methods, processes, algorithms, formulas, inventions (patentable or not), research and development.
• (b) Business information: marketing plans, strategies, financial data, pricing, customer lists, prospect lists, employee information, vendor lists, operational procedures, and business plans.
• (c) Software: source code, object code, documentation, and related materials.
• (d) Any other information that would reasonably be considered proprietary or confidential. Oral disclosures shall be identified as confidential at the time of disclosure and confirmed in writing within [__________] business days. Written disclosures shall be marked "Confidential" or with a similar legend.

2. Obligations of Receiving Party The Receiving Party agrees to:

• (a) Hold all Confidential Information in strict confidence and protect it from unauthorized disclosure using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care.
• (b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• (c) Use Confidential Information solely for the Purpose of this Agreement.
• (d) Limit access to Confidential Information to only those of its employees, contractors, and advisors who have a "need to know" for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its representatives.

3. Exclusions from Confidential Information The obligations set forth in Section 2 shall not apply to any information that the Receiving Party can demonstrate:

• (a) Is or becomes publicly available through no fault of the Receiving Party.
• (b) Was rightfully in its possession prior to receipt from the Disclosing Party without restriction on use or disclosure.
• (c) Is rightfully received by the Receiving Party from a third party without restriction on use or disclosure.
• (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• (e) Is required to be disclosed by law, regulation, court order, or other governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party prior to such disclosure (where legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

4. Term This Agreement commences on the Effective Date and shall remain in effect for a period of [__________] year(s) unless terminated earlier by mutual written agreement or as otherwise provided herein. The obligations of confidentiality and non-use under Section 2 shall survive the expiration or termination of this Agreement for a period of [__________] year(s) from the date of disclosure of the respective Confidential Information.

5. Return or Destruction of Confidential Information Upon the Disclosing Party's written request, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party, including all notes, memoranda, and other documents prepared by the Receiving Party based on such information. The Receiving Party shall, upon request, provide a written certification of destruction signed by an authorized representative. However, the Receiving Party may retain one copy for legal or archival purposes, subject to the ongoing confidentiality obligations of this Agreement.

6. No License Granted Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party's Confidential Information, except for the limited right to use such Confidential Information in accordance with this Agreement for the Purpose.

7. No Obligation to Disclose This Agreement does not obligate either Party to disclose any Confidential Information to the other Party, nor does it obligate either Party to enter into any further agreement or relationship.

8. Remedies The Parties acknowledge that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Therefore, in the event of any actual or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security.

9. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of [____________], without regard to its conflict of laws principles. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in [____________] County, State of [____________] for the resolution of any disputes arising under this Agreement.

10. Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

11. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. Waiver No waiver by either Party of any breach of this Agreement shall constitute a waiver of any other breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

13. Notices All notices or other communications required or permitted under this Agreement shall be in writing and delivered personally, by reputable overnight courier, or by certified mail, return receipt requested, to the addresses of the Parties first set forth above, or to such other address as a Party may designate by notice hereunder.

• For Party 1: Attention: [____________] Email: [____________]
• For Party 2: Attention: [____________] Email: [____________]

14. Assignment Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment without such consent shall be null and void.

15. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be considered original for all purposes.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

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Party 1:

Authorized Signature: [____________] Printed Name: [____________] Title: [____________] Date: [____/____/2026]

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Party 2:

Authorized Signature: [____________] Printed Name: [____________] Title: [____________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.