Mutual Non-Disclosure Agreement 

Effective Date: [Date] 

Parties: 

1. Party A 

Name: [Party A Name] 

Entity Type (e.g., Corporation, LLC): [Type of Entity] 

State of Incorporation/Formation: [State] 

Address: [Street Address, City, State, Zip] 

2. Party B 

Name: [Party B Name] 

Entity Type (e.g., Corporation, LLC): [Type of Entity] 

State of Incorporation/Formation: [State] 

Address: [Street Address, City, State, Zip] 

Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party.” 
 

1. Purpose 

The Parties wish to explore a potential or existing business relationship or collaboration (the “Purpose”), during which each Party may disclose to the other certain Confidential Information (as defined below). This Mutual Non-Disclosure Agreement (the “Agreement”) sets forth the terms and conditions under which such Confidential Information must be handled by both Parties. 

2. Definition of Confidential Information 

1. Confidential Information” shall mean any non-public, proprietary, or sensitive information 

 disclosed by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in written, oral, electronic, or any other form, that: 

• is marked or identified as “confidential,” “proprietary,” or with a similar designation; or 

• by its nature or the circumstances under which it is disclosed should reasonably be understood to be confidential. 

2. Confidential Information includes, without limitation, trade secrets, business plans, financial information, product designs, specifications, source code, know-how, marketing strategies, or any other information that provides value to the Disclosing Party and is not publicly available. 

3. Confidential Information also includes any materials, documents, notes, analyses, compilations, or other data prepared by the Receiving Party that contain or are based on the Disclosing Party’s Confidential Information. 

3. Exclusions from Confidential Information 

Confidential Information does not include information that the Receiving Party can demonstrate: 

1. is or becomes publicly available without breach of this Agreement by the Receiving Party; 

2. was already in the Receiving Party’s possession at the time of disclosure, without an obligation of confidentiality; 

3. is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information; or is rightfully obtained from a third party entitled to disclose it without restriction. 

4. Mutual Non-Disclosure Obligations 

1. Use Restriction: The Receiving Party shall use the Confidential Information solely for the Purpose stated in Section 1 and shall not use it for any other purpose without the Disclosing Party’s prior written consent. 

2. Non-Disclosure: Each Party agrees to maintain the other Party’s Confidential Information in strict confidence. The Receiving Party shall not disclose, publish, or otherwise distribute any Confidential Information of the Disclosing Party to third parties except to those employees, agents, or representatives of the Receiving Party who: 

• have a legitimate “need to know” such Confidential Information for the Purpose; and 

• are bound by confidentiality obligations that are at least as protective as those set out in this Agreement. 

3. Care Standard: The Receiving Party shall protect the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. 

4. Mandatory Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose the Disclosing Party’s Confidential Information, it shall: 

• promptly notify the Disclosing Party of such requirement (unless prohibited by law); and 

• take reasonable steps to help the Disclosing Party seek a protective order or otherwise contest or limit the scope of the required disclosure. 

5. Term and Survival of Obligations 

1. This Agreement shall commence on the Effective Date and continue in effect for [X] years, unless terminated earlier by either Party upon [Y] days’ prior written notice to the other Party. 

2. Notwithstanding the expiration or termination of this Agreement, any Confidential Information disclosed during the term shall remain subject to the confidentiality obligations set forth herein for [Z] years from the date of disclosure, or such longer period as required by applicable law, unless or until such Confidential Information falls under one of the exclusions in Section 3. 

3. The provisions related to the use and protection of Confidential Information survive any termination or expiration of this Agreement. 

6. Return or Destruction of Confidential Information 

1. Upon written request of the Disclosing Party, or upon the expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all documents and materials containing the Disclosing Party’s Confidential Information, including any copies, excerpts, or summaries thereof. 

2. If it is not feasible to destroy or return certain materials (e.g., archived computer backups), the Receiving Party shall continue to protect such materials in accordance with this Agreement and shall not use or disclose them for any purpose. 

7. Ownership and No License 

1. All Confidential Information remains the sole and exclusive property of the Disclosing Party. 

2. Nothing in this Agreement shall be construed as granting or conferring any license, by implication or otherwise, to the Receiving Party to use any intellectual property right of the Disclosing Party, except as expressly stated herein. 

8. Remedies 

Each Party acknowledges that the improper use or disclosure of the other Party’s Confidential Information may cause irreparable harm to the Disclosing Party. In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available under law or in equity, without the requirement to post bond or prove actual damages. 

9. Governing Law and Jurisdiction 

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

10. General Provisions 

1. Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous oral or written communications, proposals, or agreements. 

2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Parties. 

3. Severability: If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. 

4. No Waiver: The failure of either Party to exercise any right under this Agreement or to insist upon strict compliance with any term shall not constitute a waiver of that or any other right. 

5. Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except in the event of a merger, reorganization, or sale of substantially all of a Party’s assets, provided that the assignee agrees in writing to assume all obligations under this Agreement. 

6. No Obligation to Enter Further Agreements: This Agreement does not obligate either Party to proceed with any transaction or business relationship, and each Party reserves the right, in its sole discretion, to terminate the discussions at any time. 

11. Signatures 

IN WITNESS WHEREOF, the Parties hereto have executed this Mutual Non-Disclosure Agreement as of the date last signed below. 

Party A (Disclosing/Receiving Party) 

Name: [Party A Name] 

Signature: ______________________________ 

Printed Name: __________________________ 

Title: _________________________________ 

Date: __________________________________ 

Party B (Disclosing/Receiving Party) 

Name: [Party B Name] 

Signature: ______________________________ 

Printed Name: __________________________ 

Title: _________________________________ 

Date: __________________________________