# MUTUAL NON-DISCLOSURE AGREEMENT (NDA)

**This Agreement** is made on _________ (the "Effective Date") between:

**Party A:** _________, located at _________ ("Disclosing Party" or "Recipient")
AND
**Party B:** _________, located at _________ ("Disclosing Party" or "Recipient")

## 1. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

## 2. Obligations of Recipient
The Recipient agrees to:
a) Use Confidential Information solely for the purpose of the business relationship.
b) Not disclose Confidential Information to any third party without prior written consent.
c) Protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

## 3. Exclusions
Confidential Information does not include information that:
a) Is or becomes generally known to the public without breach of this Agreement.
b) Was known to the Recipient prior to its disclosure by the Disclosing Party.
c) Is received from a third party without breach of any obligation of confidentiality.
d) Is independently developed by the Recipient without use of the Confidential Information.

## 4. Term and Termination
This Agreement shall remain in effect for a period of [NUMBER] years from the Effective Date. The confidentiality obligations herein shall survive for a period of [NUMBER] years after termination.

## 5. Governing Law
This Agreement shall be governed by the laws of the State of [STATE].

Agreed to by:

**Party A:** ____________________  **Date:** __________

**Party B:** ____________________  **Date:** __________
