Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into on [DATE] by and between:

[PARTY A NAME], [entity type], with its address at [PARTY A ADDRESS] (“Party A”); and [PARTY B NAME], [entity type], with its address at [PARTY B ADDRESS] (“Party B”).

Each may be referred to as a “Party” and together as the “Parties.”

1. Purpose. The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection with it, may disclose to each other certain confidential and proprietary information.

2. Confidential Information. “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether oral, written, or electronic, that is marked or would reasonably be understood to be confidential, including business plans, financial information, customer data, technical data, and trade secrets.

3. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.

4. Obligations. The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to employees or advisors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as these.

5. Compelled Disclosure. If the Receiving Party is legally compelled to disclose Confidential Information, it shall, where lawful, give prompt notice to the Disclosing Party and disclose only what is legally required.

6. Term. This Agreement begins on the date above and continues for [NUMBER] years. The confidentiality obligations survive for [NUMBER] years after the return or destruction of the Confidential Information.

7. No License. No rights or licenses to any intellectual property are granted under this Agreement except the limited right to use the Confidential Information for the Purpose.

8. Return of Materials. Upon request, the Receiving Party shall promptly return or destroy all Confidential Information.

9. No Obligation. Nothing here obligates either Party to proceed with any transaction.

10. Governing Law. This Agreement is governed by the laws of [GOVERNING LAW / JURISDICTION], and the courts of [JURISDICTION] shall have exclusive jurisdiction.

11. Entire Agreement. This is the entire agreement between the Parties on this subject and supersedes all prior discussions.

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

Party A: __________________________ Name: [NAME] Title: [TITLE] Date: ________ Party B: __________________________ Name: [NAME] Title: [TITLE] Date: ________