Non-disclosure agreement template (US)

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is made on Effective Date between First Party Name, a First Party Entity Type and State, at First Party Address, and Second Party Name, a Second Party Entity Type and State, at Second Party Address. Each is a "Party."

1. Purpose

The Parties wish to share information in order to evaluate Purpose of Disclosure (the "Purpose").

2. Confidential Information

"Confidential Information" means non-public information a Party discloses to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, customer lists, pricing, financial data, technical data, software and trade secrets.

3. Exclusions

Confidential Information does not include information that the recipient can show:

• is or becomes public through no fault of the recipient;

• was lawfully known to the recipient before disclosure;

• was lawfully received from a third party free to disclose it; or

• was independently developed without use of the Confidential Information.

4. Obligations

The recipient will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with employees and advisers who need it and who are bound by similar duties.

5. Required Disclosure

A recipient may disclose what a law or court order requires, after giving prompt notice where lawful, so the other Party may seek protection.

6. Protected Activity

Nothing in this Agreement stops anyone from reporting a possible violation of law to a government agency or from making other disclosures protected by law. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

7. Term and Return

This Agreement covers disclosures for Disclosure Period from the Effective Date. Duties last Confidentiality Period after the last disclosure, and continue for any trade secret for as long as it remains a trade secret. On request, the recipient will return or destroy Confidential Information, and may keep one archival copy where required by law.

8. No License; No Obligation

All Confidential Information remains its owner's property. This Agreement grants no license and does not require either Party to proceed with any transaction.

9. Remedies

A breach may cause harm that money cannot fully repair, so a Party may seek injunctive relief in addition to other remedies.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| First Party | Second Party |

| --- | --- |

| Signature: First Party Signature | Signature: Second Party Signature |

| Name: First Party Printed Name | Name: Second Party Printed Name |

| Date: First Party Signing Date | Date: Second Party Signing Date |