DRAFT FOR REVIEW. Not legal advice. Laws vary by country and state; have this draft reviewed before anyone signs it.
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “Agreement”) is made on between , of (“Party A”), and , of (“Party B”). Party A and Party B are each a “party” and together the “parties”.
1. Purpose
1.1The parties expect to share confidential information with each other for this purpose: (the “Purpose”). Each party may be a disclosing party and a receiving party.
2. What counts as confidential
2.1“Confidential information” means non-public information that the disclosing party shares with the receiving party for the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential. Examples are business plans, product designs, source code, customer lists, prices and financial data.
2.2It does not include information that is or becomes public through no fault of the receiving party, that the receiving party already knew without a duty of confidentiality, that the receiving party receives lawfully from someone else without such a duty, or that the receiving party develops independently without using it.
3. Duties of the receiving party
3.1The receiving party will use the confidential information only for the Purpose, protect it with at least the care it uses for its own similar information and no less than reasonable care, and share it only with its employees and advisers who need it for the Purpose and are bound by similar confidentiality duties.
3.2If the receiving party is required by law or a court to disclose confidential information, it will, where allowed, tell the disclosing party promptly so that the disclosing party can seek protection, and will disclose only what is required.
4. How long it lasts
4.1The duties in this Agreement apply to information shared from and last for . Duties for trade secrets last as long as the information remains a trade secret.
5. Return or deletion
5.1Within of a written request by the disclosing party, the receiving party will return or delete the confidential information and confirm this in writing. The receiving party may keep copies required by law or held in routine backups, which remain confidential.
6. No other obligations
6.1Sharing information does not give the receiving party any licence or ownership of it, and does not oblige either party to enter into any further agreement or transaction. Information is shared “as is”, without any promise about its accuracy.
7. Remedies
7.1Each party understands that a breach of this Agreement may cause harm that money alone may not fully repair, and that the disclosing party may ask a court for an order to stop a breach, in addition to any other remedy available.
8. Governing law and disagreements
8.1This Agreement is governed by the laws of .
8.2If a disagreement about this Agreement arises, the parties will first try to settle it by talking in good faith. If that does not work, either party may take it to the courts of the place whose law governs this Agreement.
9. General terms
9.1Entire agreement. This Agreement is the whole agreement between the parties on its subject and replaces earlier discussions about it.
9.2Changes. Any change to this Agreement must be in writing and accepted by both parties.
9.3Notices. Notices under this Agreement are given in writing to the addresses above, or to an e-mail address a party gives for that purpose.
9.4Severability. If a court finds part of this Agreement unenforceable, that part is limited as little as needed and the rest stays in effect.
9.5Assignment. Neither party may transfer this Agreement to someone else without the other party’s written consent.
9.6Counterparts. The parties may sign separate copies, on paper or electronically, which together form one Agreement.
Signatures
Party A
Party B