Mutual Non-Disclosure Agreement (NDA) Template

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Disclosing Party Name], with its principal place of business at [Address], and [Receiving Party Name], with its principal place of business at [Address] (each a “Party” and together the “Parties”).

1. Purpose

The Parties wish to exchange confidential information for the purpose of [Describe Purpose] (the “Purpose”). This Agreement governs the handling of such confidential information.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was known by the Receiving Party before disclosure; (c) is received from a third party without restriction and without breach; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

4. Obligations of the Receiving Party

The Receiving Party agrees to use the Confidential Information solely for the Purpose, protect it using reasonable care, and restrict access to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations.

5. Required Disclosures

If disclosure is required by law or court order, the Receiving Party will provide prompt notice and cooperate in seeking protective treatment, unless prohibited by law.

6. Term and Survival

This Agreement begins on the Effective Date and continues for [Term Length]. Confidentiality obligations survive for [Survival Period] from the date of disclosure.

7. Return or Destruction

Upon written request, the Receiving Party will return or destroy all Confidential Information and certify such return or destruction if requested.

8. No License or Ownership Transfer

All Confidential Information remains the property of the Disclosing Party. No license or rights are granted except the limited right to use it for the Purpose.

9. Remedies

The Parties acknowledge unauthorized disclosure may cause irreparable harm. The Disclosing Party may seek injunctive relief in addition to other remedies.

10. Governing Law

This Agreement is governed by the laws of [Governing Law Jurisdiction].

11. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

12. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.

13. Amendment

This Agreement may only be amended or modified by a written document signed by both Parties.

14. Waiver

No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.

15. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

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