Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement is made between [Party A name] and [Party B name] (each a "party") as of the date of the last signature below.
1. Purpose
The parties wish to discuss [describe the purpose, for example "a possible business relationship"] (the "Purpose"). In doing so, each party may share information it treats as confidential.
2. Confidential information
"Confidential Information" means any non-public information a party discloses to the other in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes business plans, financial information, customer information, product designs, software and know-how.
3. What is not confidential
Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) the receiving party already knew without a duty of confidentiality; (c) the receiving party receives lawfully from someone else without a duty of confidentiality; or (d) the receiving party develops independently without using the other party's Confidential Information.
4. Obligations
Each party will: (a) use the other party's Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; and (c) share it only with its employees, advisers and contractors who need it for the Purpose and who are bound by confidentiality duties at least as protective as these.
5. Disclosure required by law
A party may disclose Confidential Information where the law or a court requires it, provided it gives the other party prompt notice where it lawfully can and discloses only what is required.
6. Term
This Agreement covers information shared during [one year] from its date. The duties of confidentiality continue for [three years] after the information is disclosed, and for trade secrets for as long as they remain trade secrets.
7. Return or destruction
On request, each party will return or destroy the other party's Confidential Information, except for copies it must keep by law or that sit in routine backups, which stay subject to this Agreement.
8. No licence, no obligation
Each party keeps all rights in its own Confidential Information. Nothing in this Agreement grants a licence, or obliges either party to enter into any further agreement.
9. Remedies
A breach of this Agreement may cause harm that money cannot fully repair. Each party may seek an injunction or other equitable relief in addition to any other remedy.
10. General
This Agreement is governed by the laws of [state or country]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.