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: [PARTY A LEGAL NAME], a [PARTY A ENTITY TYPE] located at [PARTY A ADDRESS] ("Party A"); and Party B: [PARTY B LEGAL NAME], a [PARTY B ENTITY TYPE] located at [PARTY B ADDRESS] ("Party B"). Party A and Party B are each referred to as a "Party" and together as the "Parties." When a Party shares Confidential Information it is the "Disclosing Party," and when a Party receives Confidential Information it is the "Receiving Party." 1. PURPOSE The Parties wish to explore [DESCRIBE PURPOSE, e.g., a potential business relationship] (the "Purpose") and, in connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, financial information, pricing, customer and supplier lists, product designs, source code, technical data, trade secrets, marketing strategies, and the existence and terms of this Agreement. 3. EXCLUSIONS Confidential Information does not include information that the Receiving Party can demonstrate: (a) was publicly available at the time of disclosure or later became publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession without an obligation of confidentiality before disclosure by the Disclosing Party; (c) was rightfully received from a third party without an obligation of confidentiality; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. 4. OBLIGATIONS OF THE RECEIVING PARTY The Receiving Party agrees to: (a) use the Confidential Information only for the Purpose; (b) protect the Confidential Information using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable degree of care; (c) not disclose the Confidential Information to any third party except to its employees, advisors, or contractors who have a need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) not copy or reproduce the Confidential Information except as reasonably necessary for the Purpose. 5. COMPELLED DISCLOSURE If the Receiving Party is required by law, regulation, or valid court or government order to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order or other remedy, and discloses only the portion of Confidential Information it is legally required to disclose. 6. TERM AND DURATION OF OBLIGATIONS This Agreement begins on the Effective Date and continues for [TERM, e.g., two (2) years], unless terminated earlier by either Party upon [NOTICE PERIOD, e.g., thirty (30) days] written notice. The confidentiality obligations in this Agreement survive termination and continue for [SURVIVAL PERIOD, e.g., three (3) years] after disclosure of the relevant Confidential Information, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law. 7. RETURN OR DESTRUCTION Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party will promptly return or destroy all Confidential Information in its possession or control and, if requested, certify such destruction in writing. The Receiving Party may retain copies required by law or its routine backup systems, which remain subject to this Agreement. 8. NO LICENSE OR OBLIGATION All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants any license or right to the Confidential Information except as expressly stated. This Agreement does not obligate either Party to enter into any further agreement or business relationship. 9. NO WARRANTY All Confidential Information is provided "as is." Neither Party makes any warranty regarding the accuracy or completeness of its Confidential Information. 10. GOVERNING LAW This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws principles. The Parties agree that any dispute arising under this Agreement will be resolved in the courts located in [VENUE / JURISDICTION]. 11. REMEDIES The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and that the Disclosing Party may seek injunctive relief in addition to any other remedies available at law or in equity. 12. GENERAL This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only in writing signed by both Parties. If any provision is found unenforceable, the remaining provisions stay in effect. Neither Party may assign this Agreement without the other Party's prior written consent. This Agreement may be signed in counterparts, including by electronic signature, each of which is deemed an original. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date. PARTY A Signature: ______________________________ Name: [PARTY A SIGNER NAME] Title: [PARTY A SIGNER TITLE] Date: [DATE] PARTY B Signature: ______________________________ Name: [PARTY B SIGNER NAME] Title: [PARTY B SIGNER TITLE] Date: [DATE] This template is general information, not legal advice.