<!-- Template: nda-mutual | Lavern v0.12 -->

# Mutual Non-Disclosure Agreement

**Effective Date:** [EFFECTIVE DATE]

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

- **Party A:** [PARTY A NAME], a [PARTY A ENTITY TYPE] organized under the laws of [PARTY A JURISDICTION], with its principal office at [PARTY A ADDRESS] ("Party A"); and
- **Party B:** [PARTY B NAME], a [PARTY B ENTITY TYPE] organized under the laws of [PARTY B JURISDICTION], with its principal office at [PARTY B ADDRESS] ("Party B").

Each a "Party" and collectively the "Parties."

## 1. Purpose

The Parties wish to explore a potential business relationship concerning [DESCRIPTION OF PURPOSE] (the "Purpose") and may disclose Confidential Information to each other in connection with that exploration.

## 2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to: trade secrets, business plans, financial data, customer lists, technical specifications, product roadmaps, and proprietary software.

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 without restriction before disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

## 3. Obligations of the Receiving Party

Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose it to any third party except employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than this Agreement; and (c) use the Confidential Information solely for the Purpose.

## 4. Compelled Disclosure

If a Party is compelled by law, regulation, or court order to disclose Confidential Information, it shall provide prompt written notice to the disclosing Party (to the extent legally permitted) and cooperate to seek a protective order or equivalent.

## 5. Term and Termination

This Agreement is effective from the Effective Date and continues for [TERM LENGTH, e.g., 2 years] unless terminated earlier by either Party with [NOTICE PERIOD, e.g., 30 days] written notice. The confidentiality obligations survive termination for a period of [SURVIVAL PERIOD, e.g., 3 years].

## 6. Return or Destruction of Materials

Upon termination or written request, each Party shall promptly return or destroy all Confidential Information of the other Party and certify in writing that it has done so, except for copies retained in routine backups or as required by law.

## 7. No License or Obligation

Nothing in this Agreement grants either Party any rights in the other's Confidential Information, nor obligates either Party to enter into any further agreement or transaction.

## 8. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages are insufficient. The non-breaching Party is entitled to seek equitable relief, including injunction, in addition to any other remedies available at law.

## 9. Governing Law

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to conflict of laws principles.

## 10. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality in connection with the Purpose and supersedes all prior agreements on the subject.

---

**Party A**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]

**Party B**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]
