Notes (delete before signing): Yellow marks each blank. Describe the purpose narrowly, because each side may use the other's information only for that purpose. A confidentiality period of two to five years is common; trade secrets stay protected for as long as they remain secret.
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (this “Agreement”) is entered into as of [Effective date] (the “Effective Date”) by and between [First party legal name], a [State] [corporation / limited liability company] (“[First party short name]”), and [Second party legal name], a [State] [corporation / limited liability company] (“[Second party short name]”). Each of them is referred to as a “Party” and together as the “Parties.” The Parties wish to exchange confidential information in connection with [Purpose, for example: evaluating a possible reseller partnership between the Parties] (the “Purpose”) and therefore agree as follows:
Confidential Information. “Confidential Information” means all non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Purpose, whether disclosed orally, in writing or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, customer and supplier information, product plans, technology, software and source code.
Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party without restriction before its disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
Obligations. The Receiving Party shall (a) use the Disclosing Party’s Confidential Information solely for the Purpose; (b) not disclose that Confidential Information to any third party other than its and its affiliates’ employees, officers, directors, advisors and contractors who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect that Confidential Information using at least the degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. The Receiving Party is responsible for any breach of this Agreement by any person to whom it discloses Confidential Information.
Compelled Disclosure. If the Receiving Party is required by law, regulation or court order to disclose any Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order or other remedy, and it discloses only the portion of the Confidential Information that it is legally required to disclose. Nothing in this Agreement prevents either Party from reporting a possible violation of law to a government agency.
Return or Destruction. On the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all of the Disclosing Party’s Confidential Information in its possession, except for copies retained in routine backup systems or as required by law, which remain subject to this Agreement.
No License; No Obligation; No Warranty. Nothing in this Agreement grants the Receiving Party any license or other right in the Disclosing Party’s Confidential Information, except the limited right to use it for the Purpose. Neither Party is obligated to disclose any information or to enter into any further agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.
Term. This Agreement applies to Confidential Information disclosed during the [one year] following the Effective Date, unless either Party ends it earlier by written notice to the other Party. The Receiving Party’s obligations under this Agreement survive for [Number] years after the date of each disclosure and, for any trade secret, for as long as that information remains a trade secret under applicable law.
Remedies. Each Party acknowledges that unauthorized use or disclosure of the other Party’s Confidential Information may cause irreparable harm for which money damages would be an inadequate remedy. Accordingly, the Disclosing Party may seek an injunction or other court order to enforce this Agreement, in addition to any other remedies available at law or in equity.
Miscellaneous. This Agreement is governed by the laws of the State of [State], without regard to its conflict of laws principles, and the state and federal courts located in [County and state] have exclusive jurisdiction over any dispute arising out of this Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings regarding that subject matter. This Agreement may be amended or waived only in a writing signed by both Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets or business to which this Agreement relates. This Agreement may be signed in counterparts, each of which is an original, and electronic signatures are effective.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[First party legal name]
By: ______________________________
Name: [Signer name]
Title: [Signer title]
[Second party legal name]
By: ______________________________
Name: [Signer name]
Title: [Signer title]