MULTILATERAL NON-DISCLOSURE AGREEMENT
This Multilateral Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and among:
[Party A], a corporation ("Party A"),
[Party B], a corporation ("Party B"),
[Party C], a corporation ("Party C").
Each party may disclose and receive Confidential Information. Obligations are individual. One party's breach is not, by itself, a breach by the others.
1. Purpose. The parties are sharing Confidential Information for [purpose of the discussions] (the "Purpose"). A party may use it only for the Purpose.
2. Confidential Information. Confidential Information is non-public information one party discloses to another, in any form, that a reasonable person would understand to be confidential, or that is marked confidential. It does not include information that is public through no fault of the recipient, already known without a duty of confidence, independently developed, or rightfully received from someone else.
3. Who may receive it. A party may share another party's Confidential Information with the other parties to this Agreement, but only for the Purpose. Each recipient is bound by this Agreement.
4. Care. Each party will protect Confidential Information with at least reasonable care, and will let its employees, contractors, and advisors see it only if they need it for the Purpose and are bound to keep it confidential. That party is responsible for those people. A party may disclose information if the law requires it, after giving notice if the law allows notice, and will disclose only what is required.
5. Term. This Agreement starts on the Effective Date. A party may withdraw from future disclosures on written notice. Confidentiality for information already disclosed lasts 3 years from disclosure, and longer while it remains a trade secret. On request, a party will return or destroy Confidential Information, except copies kept for legal compliance.
6. Adding or leaving a party. Another person may join by signing a joinder that every existing party accepts in writing. A party that withdraws stays responsible for information it already received or disclosed. No party is an agent of another, and none may bind another.
7. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
8. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Party A: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Party B: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
Party C: [Party C]
By: ________________________________
Name: [Signatory]
Title: [Title]
