Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [effective date], by and between [Party A] and [Party B] (each a "Party" and collectively the "Parties"), in connection with [state the purpose of the disclosure].
1. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either Party to the other, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including but not limited to business plans, financial information, technical data, trade secrets, and know-how.
2. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure without an obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Confidential Information.
3. Obligations
Each Party agrees to: (a) hold the Confidential Information in confidence and take reasonable measures to protect it; (b) not disclose it to any third party without prior written consent, except to employees, contractors, or advisors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use the Confidential Information solely for the purpose stated above.
4. Compelled Disclosure
If each Party is required by law, regulation, or court order to disclose any Confidential Information, it may do so provided it gives prompt written notice (where legally permitted) to allow the disclosing party to seek a protective order or other appropriate remedy.
5. Term
The obligations of confidentiality under this Agreement shall remain in effect for 2 year(s) from the Effective Date, or until the Confidential Information no longer qualifies as confidential under Section 2, whichever occurs first.
6. Return or Destruction of Materials
Upon written request or termination of the relationship between the Parties, each Party shall promptly return or destroy all documents and materials containing Confidential Information, and certify such destruction in writing if requested.
7. No License; No Obligation
Nothing in this Agreement grants any license or right to any Confidential Information beyond the limited purpose stated above. Neither Party is obligated to disclose any particular information, or to enter into any further business relationship, by virtue of this Agreement.
8. Remedies
The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy, and that the non-breaching Party may be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [governing law/jurisdiction], without regard to its conflict of laws principles.
10. General
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions. Any amendment must be in writing and signed by both Parties. If any provision is found unenforceable, the remaining provisions shall continue in full force and effect.
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