Category: Confidentiality
Mutual Non-Disclosure Agreement
Two-way confidentiality for pre-contractual discussions.
When to use
Use this when two parties are about to exchange sensitive information — pitch decks, prototypes, financials, customer data — to explore a potential deal.
Template body
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of {{effective_date}} (the "Effective Date") by and between {{party_a_name}} ("Party A") and {{party_b_name}} ("Party B"). Party A and Party B are each a "Party" and collectively the "Parties".
1. PURPOSE
The Parties wish to explore a potential business relationship related to {{purpose}} (the "Purpose") and, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
3. OBLIGATIONS
The Receiving Party shall:
(a) use the Confidential Information solely for the Purpose;
(b) hold the Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care;
(c) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and advisors who have a need to know for the Purpose and who are bound by written obligations of confidentiality no less protective than this Agreement; and
(d) promptly notify the Disclosing Party of any unauthorized use or disclosure.
4. EXCLUSIONS
Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
5. TERM
This Agreement begins on the Effective Date and continues for {{term_years}} years. The obligations of confidentiality survive termination for an additional {{survival_years}} years.
6. RETURN OR DESTRUCTION
Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession.
7. REMEDIES
The Parties acknowledge that a breach may cause irreparable harm for which monetary damages may be inadequate, and the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
8. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}, without regard to its conflict-of-laws principles.
9. ENTIRE AGREEMENT
This Agreement is the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions. Any amendment must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
PARTY A PARTY B
{{party_a_name}} {{party_b_name}}
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
Customizable fields (7)
{{party_a_name}} — Party A name (text)
{{party_b_name}} — Party B name (text)
{{effective_date}} — Effective date (date)
{{purpose}} — Purpose of discussions (text)
{{term_years}} — Term (years) (number)
{{survival_years}} — Survival period after termination (years) (number)
{{governing_law_state}} — Governing law (state) (text)