Free Mutual NDA Template — Bilateral Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date"), by and between:

[Party 1 Full Legal Name] ("Party 1")

Address: [Party 1 Address]

and

[Party 2 Full Legal Name] ("Party 2")

Address: [Party 2 Address]

(Each individually referred to as a "Party" and collectively as the "Parties".)

RECITALS

WHEREAS, the Parties desire to explore [Purpose of Information Sharing];

WHEREAS, in connection with the foregoing, each Party may share with the other certain confidential and proprietary information; and

WHEREAS, each Party desires to protect the confidentiality of such information on a mutual and bilateral basis;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. MUTUAL NATURE OF AGREEMENT

This Agreement is expressly mutual and bilateral. Each Party shall simultaneously serve as a Disclosing Party (the party sharing confidential information) and a Receiving Party (the party receiving confidential information). The obligations set forth herein apply equally to both Parties.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or sensitive information disclosed by either Party to the other, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, without limitation: business plans and strategies, financial data and projections, customer and client lists, technical specifications and source code, trade secrets, marketing plans, personnel information, and all other information that provides the disclosing Party with a competitive advantage.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of confidentiality set forth in this Agreement shall not apply to information that:

(a) Is or becomes generally available to the public through no act or omission of the Receiving Party;

(b) Was already in the Receiving Party's lawful possession prior to the date of disclosure;

(c) Is independently developed by the Receiving Party without reference to or use of the Confidential Information;

(d) Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;

(e) Is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party and cooperates with any efforts to seek a protective order.

4. MUTUAL OBLIGATIONS OF CONFIDENTIALITY

Each Party, as a Receiving Party, agrees to:

(a) Hold all Confidential Information of the other Party in strict confidence;

(b) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Use the Confidential Information solely for the purpose of [Purpose of Information Sharing];

(d) Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

(e) Limit access to the Confidential Information to those of its employees, contractors, and agents who have a legitimate need to know and who are bound by written confidentiality obligations no less restrictive than those herein;

(f) Promptly notify the other Party upon becoming aware of any unauthorized use or disclosure of Confidential Information.

5. RETURN OR DESTRUCTION OF MATERIALS

Upon the termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall, at the Disclosing Party's election, promptly return or destroy all materials, documents, notes, and other tangible items containing or reflecting Confidential Information. The Receiving Party shall provide written certification of such return or destruction upon request.

6. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of 2 year(s), unless earlier terminated by mutual written agreement of the Parties. The confidentiality obligations set forth herein shall survive the expiration or termination of this Agreement for an additional period of two (2) years.

7. REMEDIES FOR BREACH

Each Party acknowledges that any breach of this Agreement by it may cause irreparable harm to the other Party for which monetary damages may be an inadequate remedy. Accordingly, either Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the necessity of proving actual damages or posting bond, in addition to all other remedies available at law or in equity.

8. NO LICENSE

Nothing in this Agreement shall be construed as granting either Party any license, right, title, or interest in or to the other Party's Confidential Information, intellectual property, or any other proprietary rights, except the limited right to use such information solely for the purpose stated herein.

9. INDEPENDENT PARTIES

This Agreement does not create any agency, partnership, joint venture, employment, or other relationship between the Parties. Neither Party has any authority to bind or obligate the other Party in any manner.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict of law provisions.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.

12. AMENDMENTS

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

13. SEVERABILITY

If any provision of this Agreement is held invalid, unenforceable, or void, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

_________________________________

[Party 1 Full Legal Name]

Party 1

Date: _______________

Printed Name: _____________________

Title: ___________________________

_________________________________

[Party 2 Full Legal Name]

Party 2

Date: _______________

Printed Name: _____________________

Title: ___________________________