Business

Mutual nondisclosure agreement template

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and is entered into as of [date] Between [Your Company name] have your workplace in [ address] (“Company”) and [company 2], with registered office at [Address]

Object: Company and [company 2] you want to explore a business opportunity of mutual interest and, in connection with this opportunity, you want to execute this Confidentiality Agreement (“Agreement”).

1. Confidential Information: Confidential information means any information disclosed by one party to the other, whether directly or indirectly in writing, orally, or by inspection of tangible or intangible objects, including but not limited to documents, business plans, source code, software , documentation. , financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties under the direction of a Disclosing Party. However, Confidential Information will not include any information that the Receiving Party may establish (i) was public knowledge and was generally available in the public domain prior to the time of disclosure; (ii) is made public and generally available after disclosure without action or inaction by the Receiving Party; or (iii) is in the possession of the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown in the Receiving Party’s files and records immediately prior to the time of disclosure. The party that discloses the Confidential Information will be called the “Disclosing Party” in the Agreement and the party that receives the Confidential Information will be called the “Receiving Party” in the Agreement.

2. Non-use and non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and participate in discussions about a possible business relationship between the parties hereto. The Receiving Party agrees not to disclose any Confidential Information to third parties or their employees, except to those employees who must have the information to evaluate or participate in discussions about the contemplated business relationship. The Receiving Party will not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that incorporate the Disclosing Party’s Confidential Information and that are provided to the Receiving Party below.

3. Maintenance of Confidential Information: The Receiving Party agrees that it will take all reasonable measures to protect confidentiality and prevent the unauthorized disclosure and use of Confidential Information. Without limiting the foregoing, the receiving Party will take at least those measures that the receiving Party takes to protect its own most highly confidential information and will have its employees, if any, who have access to the Confidential Information, sign a non-use agreement. and nondisclosure. in content substantially similar to the provisions herein, prior to any disclosure of Confidential Information to such employees. The Receiving Party will not make any copies of the Confidential Information unless the Disclosing Party has previously approved it in writing. The Receiving Party will reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner as such notices were set forth in or on the original. The Receiving Party will immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information.

4. No Obligation: Nothing in this document shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate discussions contemplated in this Agreement regarding the business opportunity. .

5. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NONE OF THE PARTIES MAKES ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, AS TO ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials: All documents and other tangible objects that contain or represent Confidential Information and all copies thereof that are in the possession of the Receiving Party will be and will remain the property of the Disclosing Party and will be returned immediately to the Disclosing Party to Disclosing Party Request.

7. Unlicensed: Nothing in this Agreement is intended to grant any party any rights under any patent, disguise the Company’s copyright or labor law, nor will this Agreement grant the receiving Party any rights over Confidential Information, except as expressly set forth in this document. .

8. Term: This Agreement will remain in effect for a period of 3 years from the date of disclosure of the Confidential Information.

9. Remedies: The Receiving Party agrees that any violation or threat of violation of this Agreement will cause irreparable harm to the Disclosing Party, giving the Disclosing Party the right to obtain injunctive relief in addition to all legal remedies.

10. Miscellaneous: This Agreement will be binding and will benefit the parties hereto and their successors and assignees. This Agreement shall be governed by the laws of [name of your state, country], without reference to the principles of conflict of laws. This document contains the entire agreement between the parties regarding the subject matter thereof. Any breach of any provision of this Agreement shall not constitute a waiver of this Agreement or any other provision of the Agreement. This Agreement may not be modified or waived any obligation, except by writing signed by both parties to it. Any and all disputes arising out of or related to this Agreement will be resolved exclusively at [name of your state, country]. The parties have executed this Nondisclosure Agreement as of the date written above.

Your company name. [Company 2] By: ___________________ By: Name: ________________ Name: Position: _________________ Position: Date: _________________ Date:

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