Mutual non-disclosure agreement

Mutual Non-Disclosure Agreement Between ____ (First party’s name) and ____ (Second party’s name) This Mutual Non-Disclosure Agreement (the “Agreement”) is made on ____ (Effective date) between ____ (Party A’s legal name) of ____ (Party A’s address) (“Party A”) and ____ (Party B’s legal name) of ____ (Party B’s address) (“Party B”). Each is a “side”. A. The sides wish to discuss ____ (the purpose, in a sentence or two) (the “Purpose”). B. To do that, each side expects to share information with the other that it wants kept private, and the sides have agreed to protect it on these terms. Section 1: Confidential Information 1.1 What is confidential. “Confidential Information” means any non-public information that one side (the “Discloser”) gives the other (the “Recipient”) in connection with this document, in any form, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the way it was shared. It includes plans, prices, customer and supplier details, financial figures, designs, software and the terms of this document. 1.2 What is not. Information is not Confidential Information if the Recipient can show that it was already public when received or became public without the Recipient’s fault, was already known to the Recipient without a duty of confidence, was received from someone free to share it, or was developed by the Recipient without using the Discloser’s information. Section 2: What each side may do 2.1 The Recipient may use the Discloser’s Confidential Information only for the Purpose. It may not copy it except as needed for the Purpose, take it apart or reverse engineer anything it receives, or use it to compete with the Discloser. 2.2 The Recipient will keep Confidential Information as safe as it keeps its own, and never with less than reasonable care, and will share it only with its own staff, advisers and subcontractors who need it for the Purpose and who are bound by duties of confidence at least as strict as these. The Recipient is responsible for anything they do that would be a breach if the Recipient did it. 2.3 The Recipient will tell the Discloser promptly if it learns of any unauthorised use or disclosure, and will help to stop it and limit the harm. Section 3: If the law requires disclosure 3.1 If the law or a court requires the Recipient to disclose Confidential Information, the Recipient will, where it is lawful to do so, tell the Discloser first so that the Discloser can seek protection, and will disclose only the part that is required. Section 4: Ownership and no other promise 4.1 Each side keeps all rights in its own Confidential Information. Sharing it gives the other side no licence or right except to use it for the Purpose. 4.2 Information is shared “as is”. Neither side promises that it is accurate or complete, and neither is bound to share any particular information or to go ahead with any deal. Only a signed written agreement about a deal will bind the sides to it. Section 5: How long it lasts 5.1 The sides may share Confidential Information for ____ (Sharing period) after the date of this Agreement. Either side may end the sharing earlier by giving notice, and the duties in this Agreement still apply to what has already been shared. 5.2 The duties of confidence continue for ____ (Protection period) after the sharing ends. For a trade secret they continue for as long as it remains a trade secret. 5.3 When the Discloser asks, or the sharing ends, the Recipient will promptly return or securely delete the Confidential Information and confirm in writing that it has done so, except for copies it must keep by law or that sit in routine backups, which stay protected for as long as they are kept. Section 6: If someone breaks it 6.1 Each side agrees that harm from a breach of this Agreement may not be put right by money alone, and that the other side may ask a court for an order to stop or prevent a breach, without having to prove that money would not be enough. Section 7: Governing law 7.1 This document, and any dispute arising out of it, is governed by the laws of the State of ____ (Governing law (state)), without regard to its rules about conflicts of laws. 7.2 Any court case about this Agreement will be brought only in the courts of that State, and each side accepts their jurisdiction. Section 8: General 8.1 The whole agreement. This Agreement is the entire agreement between the sides on its subject. It replaces everything said or written before about the same subject, and neither side has relied on any promise that is not written here. 8.2 Changes in writing. A change to this Agreement is effective only if it is in writing and signed by both sides. An email exchange does not change it unless each side expressly says that it is a change and signs it electronically. 8.3 Assignment. Neither side may transfer its rights or duties under this Agreement without the other’s written consent, which will not be unreasonably withheld. A side may transfer it without consent to a successor that takes over all of its business, if it gives notice. 8.4 If part of it fails. If a court finds that any part of this Agreement cannot be enforced, that part is limited to the smallest extent needed and the rest stays in effect. 8.5 Counterparts and electronic signatures. This Agreement may be signed in separate copies, which together are one document. A signature made electronically, including by typing, drawing or selecting a signature, is as effective as a handwritten one, and each side agrees to sign and keep this Agreement in electronic form. Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Party A ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Party A signature) Signature ____ (Party A date signed) Date Party B ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Party B signature) Signature ____ (Party B date signed) Date