Mutual Non-Disclosure Agreement
This agreement is made on Effective date between:
- First party, of First party address; and
- Second party, of Second party address.
Each is a "Party". A Party that shares information is the "Discloser". A Party that receives it is the "Recipient".
1. Purpose
The Parties want to share information for this purpose only: Purpose of sharing information (the "Purpose"). Neither Party must share any information or go ahead with any deal.
2. Confidential information
Confidential information is any information that the Discloser shares with the Recipient for the Purpose, in any form, that:
- is marked or described as confidential; or
- a reasonable person would understand to be confidential from its nature and the way it was shared.
It includes business plans, prices, customer and supplier details, product designs, software, know-how, and the fact and status of the Parties' discussions.
3. What the Recipient will do
The Recipient will:
- use the confidential information only for the Purpose;
- not share it with anyone except its employees, contractors, and professional advisers who need it for the Purpose and who are bound by duties of confidence at least as strict as this agreement;
- protect it with at least the care it uses for its own similar information, and never less than reasonable care;
- not copy it except as needed for the Purpose, and not reverse engineer anything it receives;
- tell the Discloser promptly if it learns of any unauthorised use or disclosure.
The Recipient is responsible for any breach by the people it shares the information with.
4. Exceptions
These duties do not apply to information that the Recipient can show:
- is or becomes public through no fault of the Recipient;
- it already knew, without a duty of confidence, before the Discloser shared it;
- it received lawfully from a third party who had no duty of confidence; or
- it developed independently without using the confidential information.
5. Disclosure required by law
The Recipient may disclose confidential information when a law, regulator, or court requires it. Where the law allows, it will first tell the Discloser and disclose only what is required.
Nothing in this agreement stops a person from reporting possible wrongdoing to a regulator or other authority, or from making any disclosure that the law protects.
6. Ownership
All confidential information stays the property of the Discloser. This agreement gives the Recipient no licence or other right in it.
7. Return or destruction
When the Discloser asks, or when this agreement ends, the Recipient will stop using the confidential information and will return or destroy it. The Recipient may keep copies in automatic backups or where the law requires, but this agreement continues to apply to them.
8. Term
Either Party may end the discussions at any time by written notice. The duties in this agreement continue for Confidentiality period (years) years from the date of this agreement. For trade secrets, they continue for as long as the information stays a trade secret.
9. No warranty
Confidential information is shared "as is". The Discloser gives no promise that it is accurate or complete.
10. Remedies
A breach of this agreement may cause harm that money cannot fully repair. The Discloser may ask a court for an injunction or other urgent relief, in addition to any other remedy.
11. General
- This is the whole agreement between the Parties about its subject. Any change must be in writing and signed by both Parties.
- Neither Party may transfer this agreement without the other's written consent, except to a buyer of all or most of its business.
- If a court finds part of this agreement unenforceable, the rest continues.
- Notices go to First party email for notices and Second party email for notices, or to the addresses above.
- The Parties may sign this agreement electronically and in counterparts.
12. Governing law
This agreement is governed by the laws of Governing law and courts (country, city), and the courts there have jurisdiction over any dispute.
Signatures
First party
Signature: ____________________________
Date: ______________
Second party
Signature: ____________________________
Date: ______________