Mutual NDA template.

Purpose

The Parties wish to explore a potential business relationship or collaboration described as {{PURPOSE}}(“Purpose”). Each Party may disclose confidential information to the other in connection with the Purpose. This Agreement governs those disclosures.

Confidential Information

2.1 Definition.“Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether disclosed orally, in writing, electronically, or by any other means, that: (a) is designated as confidential at the time of disclosure; or (b) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2.2 Examples. Confidential Information includes, without limitation: business plans, financial information, product roadmaps, technical specifications, source code, pricing, customer lists, personnel information, and trade secrets.

2.3 Exclusions. Confidential Information does not include information that:

• is or becomes publicly known through no breach of this Agreement by the Receiving Party
• was already known to the Receiving Party before disclosure, as evidenced by written records predating the disclosure
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
• is received from a third party who is not under a confidentiality obligation to the Disclosing Party with respect to such information
• is required to be disclosed by law, court order, or a binding direction of a government authority, provided the Receiving Party gives reasonable prior written notice where permitted by law

Obligations of the Receiving Party

3.1 Confidentiality. The Receiving Party will:

• keep the Confidential Information strictly confidential
• not disclose it to any third party without the prior written consent of the Disclosing Party
• use it only for the Purpose described in this Agreement
• protect it using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no case less than reasonable care

3.2 Permitted disclosures. The Receiving Party may disclose Confidential Information to its directors, officers, employees, contractors, advisers, and legal counsel who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement.

3.3 No reverse engineering. The Receiving Party will not reverse engineer, decompile, or disassemble any materials, software, or technology disclosed as Confidential Information.

Term and Duration

4.1 Term. This Agreement commences on the Effective Date and continues for {{TERM - e.g., "12 months"}}, unless extended by written agreement of the Parties or terminated earlier by either Party on 30 days' written notice.

4.2 Confidentiality tail.Notwithstanding the end of the Term, each Party's obligations of confidentiality continue for {{TAIL - e.g., "3 years"}} following the date of each disclosure.

Return and Destruction of Information

Within 10 business days of a written request by the Disclosing Party, or the end of the Term or earlier termination of this Agreement, the Receiving Party will return all tangible materials containing Confidential Information, or destroy them and certify destruction in writing. The Receiving Party may retain one archival copy for evidencing compliance with this Agreement.

No Licence or Other Rights

Nothing in this Agreement grants either Party any licence to the other Party's intellectual property, or any other rights beyond the right to use Confidential Information for the Purpose. Ownership of all Confidential Information remains with the Disclosing Party.

No Warranty

Each Party discloses Confidential Information “as is.” Neither Party makes any representation or warranty, express or implied, regarding the accuracy, completeness, or fitness for purpose of its Confidential Information.

Remedies

Each Party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Each Party agrees that the other Party is entitled to seek injunctive or other equitable relief as a remedy for any actual or threatened breach.

General

9.1 Entire agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, representations, and agreements relating to confidentiality between them.

9.2 Amendments. This Agreement may only be amended by a written document signed by both Parties.

9.3 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

9.4 No waiver.A Party's failure to enforce any provision is not a waiver of that Party's right to enforce it in the future.

9.5 Counterparts. This Agreement may be signed in counterparts, each of which constitutes an original. Electronic signatures are accepted.

Governing Law and Jurisdiction

This Agreement is governed by the laws of {{JURISDICTION}}. The Parties submit to the exclusive jurisdiction of the courts of {{JURISDICTION}} for any dispute arising out of or in connection with this Agreement.

Signatures