Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [date], by and between:
[Your Company Name], a company organized and existing under the laws of [jurisdiction], with its principal place of business located at [Your Company Address] (hereinafter referred to as "Party A"), and
[Party B's Full Legal Name], a company organized and existing under the laws of [jurisdiction], with its principal place of business located at [address] (hereinafter referred to as "Party B").
Party A and Party B may collectively be referred to as the "Parties" and individually as a "Party."
I. Purpose
The Parties intend to explore a potential business relationship to develop a new software application (the "Project"). In connection with this purpose, the Parties may disclose certain confidential information to each other, including but not limited to proprietary algorithms, software designs, user interface concepts, and marketing strategies. It is understood that the success of the Project depends on the collaborative exchange of such confidential information. Therefore, the Parties agree to enter into this Agreement to ensure the protection and confidentiality of the disclosed information throughout their collaboration on the Project.
II. Definition of Confidential Information
For this Agreement, "Confidential Information" shall mean any information, whether oral, written, or in any other form, that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether directly or indirectly, in connection with the Purpose, and which is marked as confidential or proprietary, or which, under the circumstances, a reasonable person would understand to be confidential or proprietary. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, technical data, customer lists, and any other information of a confidential nature.
III. Obligations of Parties
3.1 Non-Disclosure: The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed by the Disclosing Party and to take all necessary precautions to prevent unauthorized disclosure.
3.2 Use of Confidential Information: The Receiving Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.
3.3 Protection of Confidential Information: The Receiving Party shall employ at least the same degree of care in protecting the Confidential Information as it employs in protecting its confidential information, but in no event less than a reasonable standard of care.
IV. Exclusions
The obligations outlined in this Agreement shall not apply to any information that:
5.1 Was already known to the Receiving Party before its disclosure by the Disclosing Party, as evidenced by written records;
5.2 Is or becomes publicly available through no fault of the Receiving Party;
5.3 Is independently developed by the Receiving Party without reference to or use of the Confidential Information disclosed by the Disclosing Party;
5.4 Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement.
V. Term and Termination
5.1 Term: This Agreement shall become effective as of the date first written above and shall remain in full force and effect until [insert duration] unless terminated earlier by the provisions herein.
5.2 Termination: Either Party may terminate this Agreement at any time upon written notice to the other Party. Upon termination of this Agreement, the Parties shall promptly return or destroy all Confidential Information received from the other Party.
VI. Governing Law
This Agreement shall be governed by and construed by the laws of [jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [jurisdiction].
VII. Miscellaneous
7.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
7.2 Amendment: No modification or amendment of this Agreement shall be valid unless made in writing and signed by both Parties.
7.3 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
[Your Company Name]
By: [Your Name]
[Date Signed]
[Party B's Full Legal Name]
By: [Party B's Representative]
[Date Signed]
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