Mutual Non-Disclosure Agreement
This agreement is made on Date the agreement starts between:
- First party: name, of First party: address; and
- Second party: name, of Second party: address,
each a "Party" and together "the Parties".
1. Purpose
The Parties wish to share confidential information with each other for the following purpose only: Why you are sharing information ("the Purpose").
2. What is confidential
"Confidential Information" means any information that one Party (the "Discloser") gives to the other (the "Recipient") in connection with the Purpose, in any form and whether or not it is marked confidential, that a reasonable person would understand to be confidential. It includes business plans, financial information, prices, customer and supplier details, technical data, software, designs, know-how, and the fact that the Parties are in discussions.
3. What is not confidential
Information is not Confidential Information if the Recipient can show that it:
- is or becomes public, other than through a breach of this agreement;
- was already lawfully known to the Recipient, free of any duty of confidence, before the Discloser shared it;
- is received lawfully from someone else who is free to share it; or
- is developed independently by the Recipient without using the Discloser's information.
4. The Recipient's duties
The Recipient will:
- use Confidential Information only for the Purpose;
- keep it confidential and protect it with at least the care it uses for its own confidential information, and never less than reasonable care;
- share it only with its employees, officers and professional advisers who need it for the Purpose and who are bound by confidentiality duties at least as strict as these, and be responsible for their compliance;
- tell the Discloser promptly if it learns of any unauthorised use or disclosure.
5. Disclosure required by law
The Recipient may disclose Confidential Information if a law, court or regulator requires it, but only as far as required and, where the law allows, after telling the Discloser promptly so that it can seek protection.
6. How long it lasts
This agreement starts on Date the agreement starts. Either Party may stop sharing information at any time by telling the other in writing. The duties in this agreement last for How long confidentiality lasts from the date of this agreement, and for any trade secret for as long as it remains a trade secret.
7. Return or deletion
When the Discloser asks in writing, or when the discussions end, the Recipient will promptly return or securely delete the Confidential Information and all copies, and confirm this in writing if asked. The Recipient may keep copies that the law requires it to keep, or that remain in automatic backups, as long as they stay confidential under this agreement.
8. No licence and no obligation
All Confidential Information remains the property of the Discloser. This agreement grants no licence or other right in any patent, copyright, trade mark or other intellectual property. Neither Party has to share any particular information or to enter into any further agreement. Information is shared as it is, without any promise about its accuracy or completeness.
9. Remedies
A breach of this agreement may cause harm that money alone cannot put right. The Discloser may therefore ask a court for an order to stop or prevent a breach, as well as any other remedy available to it.
10. General
This agreement is the whole agreement between the Parties about its subject. It may be changed only in writing signed by both Parties. If any part of it cannot be enforced, the rest stays in effect. It may be signed in separate copies and electronically, and together they form one agreement.
11. Governing law
This agreement is governed by the laws of Country or state whose law applies, and the courts of Country or state whose law applies have jurisdiction over any dispute arising from it.
Signatures
First party: name
Name and role: First party: who signs, and their role
Signature: ______________
Date: ______________
Second party: name
Name and role: Second party: who signs, and their role
Signature: ______________
Date: ______________