Free mutual NDA template (Word)

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [Effective date] between [Party A name], a [Party A entity] with its principal place of business at [Party A address] ("[Party A short]"), and [Party B name], a [Party B entity] with its principal place of business at [Party B address] ("[Party B short]"). Each is a "Party" and together the "Parties".

1. Purpose

The Parties wish to explore [Purpose] (the "Purpose") and, in connection with the Purpose, each Party may disclose Confidential Information to the other.

2. Confidential Information

"Confidential Information" means all non-public information disclosed by either Party in connection with the Purpose, whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

3. Obligations

1. The receiving Party shall use the Confidential Information solely for the Purpose.
2. The receiving Party shall protect the Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
3. The receiving Party shall restrict disclosure to those of its employees and advisers who need to know and who are bound by obligations at least as protective as this Agreement.

4. Term

This Agreement is effective from the date first written above and continues for [Term years] years. The obligations of confidentiality survive for [Survival years] years after expiry or termination, except that information which is a trade secret under applicable law stays protected for as long as it remains a trade secret.

5. Governing Law

This Agreement is governed by the laws of [Governing law]. The courts of [Jurisdiction] have exclusive jurisdiction over any dispute arising out of this Agreement.

6. Notices

Notices must be sent to the addresses above and copied by email to [Party A email] and [Party B email].

Signatures

[Party A name]

By: ____________________________

Name: [Party A signatory]

Title: [Party A signatory title]

[Party B name]

By: ____________________________

Name: [Party B signatory]

Title: [Party B signatory title]