Mutual Confidentiality Agreement Template
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of [date] between [Your Company name] having its registered office at [ address] (“Company”) and [company 2]with registered office at [Address]
Object: Company and [company 2] you wish to explore a business opportunity of mutual interest and, in connection with this opportunity, you wish to execute this Non-Disclosure Agreement (“Agreement”).
1. Confidential Information: Confidential Information means any information disclosed by one party to the other, whether directly or indirectly in writing, orally, or through inspection of tangible or intangible objects, including, but not limited to, documents, business plans, source code, software, documentation. , financial analysis, marketing plans, customer names, customer list, customer data. Confidential information may also include information disclosed to a party by third parties at the direction of a disclosing party. However, Confidential Information will not include any information that the receiving party can establish (i) was public knowledge and generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and is made available to the public after disclosure without action or inaction by the Receiving Party; or (iii) is in the Receiving Party’s possession, without restriction of confidentiality, at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information will be referred to as the “Disclosing Party” in the Agreement and the party receiving the Confidential Information will be referred to as the “Receiving Party” in the Agreement.
2. Non-use and non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose, except to evaluate and participate in discussions regarding a possible business relationship between the parties hereto. The Receiving Party agrees not to disclose any Confidential Information to third parties or their employees, except to those employees who need to have the information to evaluate or participate in discussions regarding the contemplated business relationship. The Receiving Party will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects incorporating the Disclosing Party Confidential Information provided to the Receiving Party hereunder.
3. Maintaining the Confidentiality of the Information: The Receiving Party agrees that it will take all reasonable measures to protect the secrecy and prevent unauthorized disclosure and use of the Confidential Information. Without limiting the foregoing, the Receiving Party will take at least such steps as the Receiving Party takes to protect its own most confidential information and will have its employees, if any, who have access to the Confidential Information sign a non-use agreement and will not divulgation. in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party will not make any copies of the Confidential Information unless they are previously approved in writing by the Disclosing Party. The Receiving Party will reproduce the Disclosing Party’s proprietary notices in any such approved copies in the same manner in which such notices were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.
4. No Obligation: Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate discussions contemplated by this Agreement with respect to the opportunity commercial.
5. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
6. Return of Materials: All documents and other tangible objects containing or representing Confidential Information and all copies thereof in the possession of the Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party at the time of notification. Disclosing Party Request.
7. No License: Nothing in this Agreement is intended to grant any right to either party under any patent, mask work right, or copyright of Company, nor shall this Agreement grant the Receiving Party any right to the Confidential information, except as expressly stated in this document. .
8. Term: This Agreement will survive for a period of 3 years from the date of disclosure of the Confidential Information.
9. Remedies: The Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable harm to the Disclosing Party, which entitles the Disclosing Party to injunctive relief in addition to all legal remedies.
10. Miscellaneous: This Agreement will be binding on and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of [name of your state, country], without reference to the principles of conflicts of laws. This document contains the entire agreement between the parties with respect to its subject matter. Any breach of any provision of this Agreement shall not constitute a waiver of this Agreement or any other provision thereof. This Agreement may not be modified, nor may any obligation be waived, except in a writing signed by both parties. Any and all disputes arising out of or related to this Agreement shall be resolved exclusively in [name of your state, country]. The parties have executed this Confidentiality Agreement as of the date written above.
Your company name. [Company 2] By: ___________________ By: Name: ________________ Name: Title: _________________ Title: Date: _________________ Date: