MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation, with an address at [Address] ("Party A"), and
[Party B], a corporation, with an address at [Address] ("Party B").
Party A and Party B may each be referred to as a "Party" and collectively as the "Parties."
1. Purpose. The Parties wish to evaluate a potential business relationship between the parties and may disclose Confidential Information to each other for that limited purpose (the "Purpose").
2. Definition of Confidential Information. "Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality restrictions.
3. Obligations. Each Party agrees to: (a) use the other Party's Confidential Information solely for the Purpose; (b) protect it using at least reasonable care; and (c) not disclose it to third parties except to employees, contractors, affiliates, and advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.
4. Return or Destruction. Upon written request or termination of this Agreement, the receiving Party shall promptly return or destroy the disclosing Party's Confidential Information and certify destruction upon request, except for copies retained under automated backup systems or as required by law, which remain subject to this Agreement.
5. Term. This Agreement begins on the Effective Date and continues for 2 years (the "Term"), unless earlier terminated by either Party on written notice. Confidentiality obligations survive for 3 years after termination or expiration, and trade secrets remain protected for so long as they remain trade secrets under applicable law.
6. No License; No Warranty. No license under any intellectual property is granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is," without warranties of any kind.
7. Remedies. Each Party acknowledges that unauthorized use or disclosure may cause irreparable harm for which monetary damages may be inadequate, and that the disclosing Party may seek injunctive or other equitable relief without posting a bond, in addition to other remedies.
8. Governing Law; Dispute Resolution. This Agreement is governed by the laws of Delaware, without regard to conflicts of law principles. Disputes shall be resolved exclusively by the state or federal courts located in Delaware.
9. Miscellaneous. This Agreement is the entire agreement regarding confidentiality for the Purpose and may be amended only in a writing signed by both Parties. If any provision is unenforceable, the remainder remains in effect. This Agreement may be executed in counterparts, including electronic signatures.
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]
