Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [date] by and between [Party A, address] and [Party B, address] (each a “Party” and together the “Parties”).

1. Purpose

The Parties wish to explore [potential business relationship] (the “Purpose”) and, for that Purpose, may disclose confidential information to each other.

2. Confidential Information

“Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”), whether oral, written, or electronic, that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was rightfully known to Recipient without obligation of confidentiality before disclosure; (c) is rightfully received from a third party without breach; or (d) is independently developed without use of the Confidential Information.

4. Obligations

Recipient will: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to its employees, advisers, or agents who need to know it for the Purpose and are bound by confidentiality obligations no less protective than these.

5. Compelled disclosure

Recipient may disclose Confidential Information if required by law or court order, provided it gives the Discloser prompt written notice (where lawful) and reasonable cooperation to seek protective treatment.

6. Term

This Agreement begins on the date above and continues for [2] years. Confidentiality obligations survive for [3] years from the date of disclosure (or, for trade secrets, for as long as they remain trade secrets).

7. No license; return

No license or ownership right is granted by disclosure. On written request, Recipient will promptly return or destroy the Confidential Information and copies, except as required to be retained by law or routine backup.

8. No obligation; remedies

Nothing here obligates either Party to proceed with any transaction. The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and that the Discloser may seek injunctive relief in addition to other remedies.

9. General

This Agreement is governed by the laws of [jurisdiction]. It is the entire agreement on this subject, may be amended only in writing signed by both Parties, and may be signed in counterparts including electronically.