Non-Disclosure Agreement (NDA) Template

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on {{Effective Date}} (the "Effective Date") by and between:

{{Party A Name}}, a {{state of incorporation}} {{entity type, e.g. "limited liability company"}} located at {{address}} ("Party A"), and

{{Party B Name}}, a {{state}} {{entity type}} located at {{address}} ("Party B").

Each party may be referred to as a "Party" and collectively as the "Parties."

1. PURPOSE. The Parties wish to explore a potential {{describe purpose, e.g. "business relationship involving a software licensing arrangement"}} (the "Purpose"). In connection with the Purpose, each Party may disclose to the other confidential information.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information, in any form, that a Party identifies as confidential or that a reasonable person would understand to be confidential under the circumstances, including but not limited to: technical data, trade secrets, know-how, research, product plans, customer lists, software, source code, financial information, business strategies, and pricing.

3. EXCLUSIONS. Confidential Information does not include information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the receiving Party; (c) was already in the receiving Party's possession prior to disclosure; (d) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or (e) is rightfully obtained from a third party without breach of any confidentiality obligation.

4. OBLIGATIONS. Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) use the Confidential Information solely for the Purpose; (c) limit disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5. TERM. This Agreement begins on the Effective Date and continues for {{duration, e.g. "three (3) years"}}, after which the confidentiality obligations survive for an additional {{duration, e.g. "two (2) years"}} from the date of last disclosure.

6. RETURN OR DESTRUCTION. Upon written request, the receiving Party will promptly return or destroy all Confidential Information of the disclosing Party in its possession, except as required to be retained by law or its internal records-retention policies.

7. NO LICENSE. Nothing in this Agreement grants either Party any right or license in the other Party's Confidential Information, intellectual property, or technology.

8. PERMITTED DISCLOSURES. Nothing in this Agreement prevents either Party from: (a) reporting a violation of law to a government agency; (b) participating in a government investigation; or (c) complying with a valid subpoena or court order, provided that the receiving Party gives prompt notice to the disclosing Party where legally permitted.

9. NO WARRANTY. All Confidential Information is provided "AS IS." Neither Party makes any warranty about the accuracy or completeness of its Confidential Information.

10. GOVERNING LAW. This Agreement is governed by the laws of the State of {{state}}, without regard to its conflict-of-laws principles.

11. INJUNCTIVE RELIEF. The Parties acknowledge that breach of this Agreement may cause irreparable harm and that the non-breaching Party is entitled to seek injunctive relief in addition to any other remedies available.

12. ENTIRE AGREEMENT. This Agreement is the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements on the same subject. Any modification must be in writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

PARTY A:

By: ______________________________
Name: {{name}}
Title: {{title}}
Date: ____________

PARTY B:

By: ______________________________
Name: {{name}}
Title: {{title}}
Date: ____________