This Mutual Non-Disclosure Agreement (the "Agreement") is made as of (the "Effective Date") between , a with its principal place of business at ("Party A"), and , a with its principal place of business at ("Party B") (each a "Party").
1. Purpose. The Parties wish to explore a potential business relationship (the "Purpose") and in doing so may disclose confidential information to each other. Each Party may be a discloser or a recipient under this Agreement.
2. Confidential Information. "Confidential Information" means non-public information disclosed by one Party to the other, in any form, that is designated confidential or that a reasonable person would understand to be confidential — including business plans, pricing, customer and supplier lists, financials, methods, processes, designs, and technical information.
3. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the recipient; (b) the recipient lawfully knew before disclosure; (c) the recipient receives from a third party without duty of confidentiality; or (d) the recipient develops independently without use of the discloser's Confidential Information.
4. Obligations. The recipient will: (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and no less than reasonable care; (c) not disclose it to anyone except employees, agents, and advisors who need it for the Purpose and are bound by obligations at least as protective as this Agreement; and (d) be responsible for their compliance.
5. Compelled disclosure. A recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the discloser prompt notice (where lawful) and reasonable cooperation to seek protective treatment.
6. Term. This Agreement covers disclosures made within year(s) of the Effective Date. Confidentiality obligations survive for year(s) from each disclosure; obligations for trade secrets survive as long as the information remains a trade secret.
7. No license; no obligation. No rights or licenses are granted except the limited use stated here. Nothing obligates either Party to proceed with any transaction, and either Party may end discussions at any time.
8. Return or destruction. On request, the recipient will promptly return or destroy Confidential Information and certify destruction, except one archival copy retained solely to evidence compliance, kept confidential under this Agreement.
9. Remedies. Breach may cause irreparable harm; the discloser is entitled to seek injunctive relief in addition to other remedies.
10. General. This Agreement is the entire agreement on its subject; amendments must be in writing signed by both Parties. Neither Party may assign it without the other's written consent. It is governed by the laws of , and the Parties consent to exclusive jurisdiction and venue in . If a provision is unenforceable, the remainder stays in effect.