A mutual NDA between two SMBs evaluating a partnership — the kind of document you sign before product demos, vendor evaluations, exploratory discussions, or integration scoping. We've anonymized it (placeholder names everywhere a real company would appear) so you can see the real deliverable.
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between [Client Company], Inc., a [State] corporation with its principal place of business at [Notice Address] (“Party A”), and [Counterparty Entity], LLC, a [State] limited liability company with its principal place of business at [Notice Address] (“Party B”). Party A and Party B are each a “Party” and together the “Parties.”
“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form, that is identified as confidential or proprietary at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical information, business plans, customer lists, financial information, product roadmaps, source code, and the existence and terms of this Agreement.
The Receiving Party shall: (a) hold the Confidential Information in strict confidence and use it solely to evaluate or pursue the business relationship between the Parties; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (d) limit access to Confidential Information to its employees, contractors, and advisors who (i) have a need to know such information for the permitted purpose and (ii) are bound by written obligations of confidentiality at least as restrictive as those in this Agreement.
Confidential Information does not include information that the Receiving Party can demonstrate by contemporaneous written records: (a) was rightfully in its possession before disclosure by the Disclosing Party; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
This Agreement commences on the Effective Date and continues for a period of three (3) years thereafter, unless earlier terminated by mutual written agreement of the Parties. The Receiving Party's obligations of confidentiality with respect to each item of Confidential Information shall survive for a period of five (5) years from the date of disclosure of that item; provided that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.
Upon written request of the Disclosing Party or termination of the business relationship between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, including all copies and derivatives, and certify in writing such return or destruction.
Nothing in this Agreement grants the Receiving Party any right or license under any patent, copyright, trade secret, or trademark of the Disclosing Party. Nothing in this Agreement obligates either Party to enter into any further agreement or transaction with the other Party.
The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through informal negotiation. If the dispute is not resolved within thirty (30) days, either Party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth above (or such other address as a Party may designate in writing) by personal delivery, nationally recognized overnight courier, or certified mail, and shall be deemed given upon receipt.
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written understandings. No modification of this Agreement is binding unless in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party.
Sample is illustrative; your document will be drafted to your facts and reviewed by a licensed attorney.