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Mutual Non Disclosure Agreement (Mutual NDA) template
Mutual Non Disclosure Agreement (Mutual NDA) sample


What is Mutual Non Disclosure Agreement (Mutual NDA)?

Mutual Non Disclosure Agreement (Mutual NDA) A Mutual Non-Disclosure Agreement (Mutual NDA) ensures the confidentiality of shared information between parties, specifying obligations, exceptions, duration, and consequences of breaches for both parties.



Sample template:



MUTUAL NON-DISCLOSURE AGREEMENT


This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] by and between BrightTech Innovations Inc, a [STATE] corporation, having its principal place of business at [ADDRESS] ("Party A"), and Quantum Solutions Group LLC, a [STATE] limited liability company, having its principal place of business at [ADDRESS] ("Party B") (collectively referred to as the "Parties").



1. Purpose

The Parties wish to engage in discussions concerning potential business opportunities and collaborations. In connection with these discussions, the Parties anticipate disclosing to each other certain confidential and proprietary information. The purpose of this Agreement is to protect the confidentiality of such information.



2. Definition of Confidential Information

2.1. Confidential Information


As used in this Agreement, "Confidential Information" means any non-public, confidential, or proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in oral, written, electronic, or any other form, including but not limited to technical data, designs, trade secrets, know-how, business plans, financial data, and personnel information. Confidential Information may be furnished by the Disclosing Party, its affiliates, agents, or employees.



2.2. Exceptions


Confidential Information does not include any information that:



  • Is or becomes generally known to the public without breach of this Agreement;

  • Was known by the Receiving Party prior to disclosure, as evidenced by its records;

  • Is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party, as evidenced by its records; or

  • Is lawfully received by the Receiving Party from a third party who is not bound by a confidentiality obligation.



3. Obligations of the Receiving Party

With respect to the Confidential Information, the Receiving Party shall:



  • Maintain the Confidential Information in strict confidence;

  • Use the Confidential Information solely for the purpose of evaluating and pursuing the potential business opportunity;

  • Disclose the Confidential Information only to its employees, agents, or representatives having a need to know such information for the purpose stated above and who are bound by written non-disclosure and non-use obligations at least as restrictive as those contained in this Agreement; and

  • Exercise at least the same degree of care to prevent unauthorized use or disclosure of the Confidential Information as it uses with respect to its own confidential information, but in no event with less than a reasonable degree of care.



4. Disclosures Required by Law

If the Receiving Party is required by law, regulation, or court order to disclose any of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party, at the Disclosing Party's expense, to seek a protective order or other appropriate remedy to prevent or limit such disclosure. If such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall exercise its best efforts to obtain assurance that such information will receive confidential treatment.



5. Duration

The obligations set forth in this Agreement shall remain in effect for a period of three (3) years from the date of the last disclosure of Confidential Information hereunder, unless otherwise agreed in writing by the Parties.



6. Return or Destruction of Confidential Information

Upon termination of discussions between the Parties or written request by the Disclosing Party, whichever comes first, the Receiving Party shall, at the Disclosing Party's option, return or destroy all copies of the Confidential Information. The Receiving Party shall, upon the Disclosing Party's request, certify in writing that it has complied with this Section.



7. No License

The disclosure of Confidential Information hereunder does not grant any license, express or implied, in or to the Confidential Information, or any ownership rights, intellectual property rights, or any other rights in such information.



8. Injunctive Relief

The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party for which there may be no adequate remedy at law. In the event of an actual or threatened breach of the provisions of this Agreement by the Receiving Party, the Disclosing Party shall be entitled, in addition to any other remedies it may have, to seek injunctive relief to prevent or restrain such breach.



9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [GOVERNING STATE], without regard to its conflicts of law principles. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in [GOVERNING STATE] for resolution of any disputes arising out of or in connection with this Agreement.



10. Amendment

This Agreement may not be amended or modified except by a writing signed by both Parties.



11. Entire Agreement

This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and discussions between the Parties relating thereto. There are no representations, warranties, covenants, or obligations except as set forth herein.



12. Waiver

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.



13. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the date first written above.



_________________________ _________________________


BrightTech Innovations Inc Quantum Solutions Group LLC


By: _____________________ By: _______________________


Name: ___________________ Name: _____________________


Title: __________________ Title: ____________________

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Main Sections of a Mutual Non-Disclosure Agreement (Mutual NDA)


In this Mutual Non-Disclosure Agreement (Mutual NDA), you will see the following sections:

  1. Purpose
  2. Definition of Confidential Information
  3. Obligations of the Receiving Party
  4. Disclosures Required by Law
  5. Duration
  6. Return or Destruction of Confidential Information
  7. No License
  8. Injunctive Relief
  9. Governing Law
  10. Amendment
  11. Entire Agreement
  12. Waiver
  13. Counterparts


About each Section - Analysis and Summary:

  1. Purpose : This section explains that the agreement is meant to protect confidential information shared between the two parties while discussing potential business opportunities and collaborations.

  2. Definition of Confidential Information : This section defines what is considered confidential information and lists exceptions to the definition. Confidential information includes non-public, proprietary, or confidential information shared between the parties. Exceptions include information that is already public, known by the receiving party, independently developed, or lawfully received from a third party.

  3. Obligations of the Receiving Party : This section outlines the responsibilities of the party receiving the confidential information. They must keep the information confidential, use it only for the intended purpose, disclose it only to those who need to know and are bound by a similar agreement, and protect the information with the same level of care as their own confidential information.

  4. Disclosures Required by Law : This section explains that if the receiving party is legally required to disclose the confidential information, they must notify the disclosing party and cooperate in seeking a protective order or other remedy to prevent or limit the disclosure. If such protection is not obtained, the receiving party must disclose only the required information and try to ensure it receives confidential treatment.

  5. Duration : This section states that the obligations of the agreement will last for three years from the date of the last disclosure of confidential information, unless otherwise agreed upon in writing by both parties.

  6. Return or Destruction of Confidential Information : This section requires the receiving party to return or destroy all copies of the confidential information upon termination of discussions or at the request of the disclosing party. The receiving party must also certify in writing that they have complied with this requirement.

  7. No License : This section clarifies that the disclosure of confidential information does not grant any license, ownership rights, intellectual property rights, or any other rights in the information.

  8. Injunctive Relief : This section acknowledges that unauthorized use or disclosure of the confidential information may cause irreparable harm to the disclosing party, and they may seek injunctive relief to prevent or restrain such a breach in addition to any other remedies they may have.

  9. Governing Law : This section states that the agreement will be governed by the laws of the United States and the specified state, and any disputes will be resolved in the state and federal courts of that state.

  10. Amendment : This section explains that the agreement can only be amended or modified through a written document signed by both parties.

  11. Entire Agreement : This section states that the agreement represents the entire understanding between the parties regarding the subject matter and supersedes any prior agreements, negotiations, or discussions.

  12. Waiver : This section clarifies that the failure of either party to enforce any provision of the agreement does not constitute a waiver of that provision or the right to enforce it later.

  13. Counterparts : This section allows the agreement to be executed in multiple counterparts, each considered an original, but all together forming one agreement.

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