Mutual Non-Disclosure Agreement (NDA) Template

1. Parties and Effective Date

This Mutual Non-Disclosure Agreement ("Agreement") is entered into on [EFFECTIVE_DATE] (the "Effective Date") by and between [PARTY_A_NAME], a [PARTY_A_ENTITY_TYPE] organised under the laws of [PARTY_A_JURISDICTION] with its principal place of business at [PARTY_A_ADDRESS] ("Party A"), and [PARTY_B_NAME], a [PARTY_B_ENTITY_TYPE] organised under the laws of [PARTY_B_JURISDICTION] with its principal place of business at [PARTY_B_ADDRESS] ("Party B"). Party A and Party B are each a "Party" and, when sharing information under this Agreement, each may act as "Disclosing Party" or "Receiving Party".

The Parties wish to explore and discuss a potential business relationship concerning [PURPOSE_DESCRIPTION] (the "Purpose"). For the Purpose, each Party may disclose to the other Confidential Information (as defined below). The Parties enter into this Agreement to protect such Confidential Information.

For the avoidance of doubt, this Agreement does not create any obligation on either Party to enter into any further agreement, to disclose any specific information, or to refrain from working with third parties, including competitors of the other Party. Either Party may, in its sole discretion, decide not to proceed with the Purpose at any time without liability under this Agreement.

2. Definition of Confidential Information

"Confidential Information" means any information, in any form (oral, written, electronic, visual or otherwise), disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Purpose that is either (a) marked or otherwise identified as confidential at the time of disclosure, or (b) would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business plans, strategies and forecasts; financial information, pricing and cost data; customer, supplier and partner lists; product designs, specifications, source code, algorithms and know-how; trade secrets; research and development; personnel information; marketing plans; the existence and contents of this Agreement; and the fact, status and substance of discussions between the Parties.

Confidential Information includes information provided by the Disclosing Party's affiliates, employees, officers, directors, agents, advisors, consultants and subcontractors ("Representatives"). Information disclosed orally or visually need not be confirmed in writing to be protected, provided it would reasonably be understood as confidential in the circumstances; however, the Disclosing Party is encouraged to confirm the confidential nature of such disclosures in writing within thirty (30) days where practicable.

3. Exclusions from Confidential Information

The obligations of confidentiality and restricted use in this Agreement do not apply to information that the Receiving Party can demonstrate, by contemporaneous written or electronic records:

(a) was in the public domain at the time of disclosure or subsequently entered the public domain through no act or omission of the Receiving Party or its Representatives;

(b) was lawfully in the Receiving Party's possession, without restriction as to use or disclosure, before receipt from the Disclosing Party;

(c) was independently developed by employees or contractors of the Receiving Party who had no access to and made no use of the Disclosing Party's Confidential Information;

(d) was lawfully received from a third party who had the right to disclose it without obligation of confidentiality to the Disclosing Party and without breach of any duty owed to the Disclosing Party; or

(e) is required to be disclosed under Section 4(c) (Compelled Disclosure).

The Receiving Party bears the burden of proving that an exclusion applies.

4. Obligations of the Receiving Party

(a) Use restriction. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose and for no other purpose. The Receiving Party shall not use the Confidential Information to compete with the Disclosing Party, to reverse engineer, decompile or disassemble any product, software or sample provided by the Disclosing Party, or for any other unauthorised purpose.

(b) Care and disclosure controls. The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own confidential information of similar importance, and in any event with no less than a reasonable degree of care. The Receiving Party may disclose Confidential Information only to its Representatives who (i) have a need to know for the Purpose, (ii) have been informed of the confidential nature of the information, and (iii) are bound by written or professional obligations of confidentiality at least as protective as this Agreement. The Receiving Party is responsible for any breach of this Agreement by its Representatives.

(c) Compelled disclosure. If the Receiving Party is required by law, regulation, subpoena, court order or governmental authority to disclose any Confidential Information, it may do so, provided that, where lawfully permitted, it (i) gives the Disclosing Party prompt prior written notice so that the Disclosing Party may seek a protective order or other appropriate remedy, (ii) cooperates with the Disclosing Party's reasonable efforts to obtain such protection at the Disclosing Party's cost, and (iii) discloses only the minimum amount of Confidential Information legally required and uses reasonable efforts to ensure that the disclosed information is treated confidentially by the recipient.

(d) Residual knowledge. Nothing in this Agreement restricts a Party's Representatives from using ideas, concepts, know-how and techniques that are retained in the unaided memory of such individuals as a general result of access to Confidential Information, provided that this clause does not (i) grant any licence under any patent, copyright, or other intellectual property right, (ii) permit the use of Confidential Information that is a trade secret as defined under applicable law, (iii) permit the use of any specific personal data, customer list, pricing schedule, technical specification or source code, or (iv) excuse the Receiving Party from any obligation under this Agreement other than the use restriction in Section 4(a) to the extent of such residuals.

5. Term and Duration

This Agreement begins on the Effective Date and continues for a period of [AGREEMENT_TERM_YEARS] years, unless earlier terminated by either Party on [TERMINATION_NOTICE_DAYS] days' written notice to the other Party. Termination does not relieve the Receiving Party of obligations with respect to Confidential Information disclosed before termination.

The Receiving Party's obligations of confidentiality and non-use under Sections 3 and 4 survive termination or expiry of this Agreement for a period of [SURVIVAL_YEARS] years from the date of disclosure of each item of Confidential Information. Notwithstanding the foregoing, obligations with respect to any Confidential Information that constitutes a trade secret under applicable law continue for as long as the information remains a trade secret.

6. Return or Destruction of Confidential Information

Within thirty (30) days after the earlier of (a) completion or abandonment of the Purpose, (b) the Disclosing Party's written request, or (c) termination or expiry of this Agreement, the Receiving Party shall, at the Disclosing Party's option, either return to the Disclosing Party or securely destroy all Confidential Information of the Disclosing Party in its possession or control, together with all copies, summaries, analyses and extracts in any form, and shall certify such return or destruction in writing on request.

The Receiving Party is not required to return or destroy Confidential Information (i) that resides on routine electronic backup or archival systems and cannot reasonably be deleted in the ordinary course of IT operations, provided that such retained information continues to be subject to this Agreement until actually deleted, (ii) that the Receiving Party is required to retain by applicable law, regulation, or internal compliance or audit policies for record-retention purposes, or (iii) in the form of board minutes, advice from its legal advisors or work product prepared by its professional advisors. Any retained Confidential Information remains subject to this Agreement for the duration of the survival period in Section 5 or until destroyed, whichever is later.

7. Remedies and Injunctive Relief

The Parties acknowledge that monetary damages may be inadequate to compensate for a breach of this Agreement and that any breach may cause the Disclosing Party irreparable harm. Accordingly, the Disclosing Party is entitled to seek injunctive relief, specific performance or other equitable relief in any court of competent jurisdiction to restrain or prevent any actual or threatened breach, without the necessity of posting bond or other security, and without limiting any other remedies available at law or in equity. The remedies in this Section are in addition to, not in substitution for, any other remedy available.

8. No Licence and No Warranty

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement is to be construed as granting the Receiving Party, by implication, estoppel or otherwise, any licence or other rights under any patent, copyright, trademark, trade secret or other intellectual property right of the Disclosing Party, save for the limited right to use the Confidential Information solely for the Purpose during the term of this Agreement.

Confidential Information is provided "as is". Neither Party makes any representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of any Confidential Information disclosed. Neither Party will have any liability to the other Party resulting from the use of Confidential Information except as expressly provided in this Agreement.

9. Governing Law, Jurisdiction and Dispute Resolution

This Agreement is governed by the laws of [GOVERNING_LAW], without regard to its conflict of laws rules. The Parties submit to the exclusive jurisdiction of the courts of [JURISDICTION] for any dispute arising out of or in connection with this Agreement, save that either Party may seek injunctive or other equitable relief in any court of competent jurisdiction.

Before commencing court proceedings (other than for injunctive relief), the Parties shall use reasonable endeavours to resolve any dispute through good-faith negotiation between senior representatives of each Party for a period of not less than thirty (30) days from the date of written notice of the dispute.

10. Notices and Communications

All notices and other communications required or permitted under this Agreement shall be in writing and delivered by hand, by courier, by registered post, or by email with confirmation of receipt, to the addresses specified in Section 1, or to such other address as a Party may designate by notice. Notices given by email are deemed received on the next business day after transmission, provided the sender has not received a delivery-failure message. The Parties may designate authorised notice contacts as follows: for Party A — [PARTY_A_NOTICE_NAME], [PARTY_A_NOTICE_EMAIL]; for Party B — [PARTY_B_NOTICE_NAME], [PARTY_B_NOTICE_EMAIL].

11. Entire Agreement and General Provisions

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, communications, and agreements, whether oral or written. No amendment is effective unless in writing and signed by an authorised representative of each Party.

This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and which together constitute one instrument. Neither Party may assign this Agreement, in whole or in part, without the other Party's prior written consent, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition or sale of substantially all of its assets, provided that the successor agrees in writing to be bound by this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force. A failure or delay by either Party to enforce any provision is not a waiver of that or any other provision. The Parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

12. Legal Disclaimer

This template is provided by ProcureSwift as a starting point and does not constitute legal advice. Please have it reviewed by qualified legal counsel before use in any contractual or commercial setting. ProcureSwift makes no warranties about its fitness for any specific purpose.