Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

Between: [Party A Name / Company], based at [Address] And: [Party B Name / Company], based at [Address] Date: [Date]

Both parties expect to share confidential information with each other while discussing [describe purpose, e.g., "a potential partnership for co-marketing services"] (the "Purpose"). Each party may be a discloser or a recipient under this agreement.

1. What counts as confidential

"Confidential Information" means non-public information disclosed by one party to the other, in any form, that either is marked confidential or that a reasonable person would understand to be confidential — including business plans, financials, customer lists, pricing, product roadmaps, technical designs, and code.

It does NOT include information that:

• was already public, or becomes public through no fault of the recipient;
• the recipient already had before disclosure, without a confidentiality obligation;
• the recipient receives from someone else who had the right to share it; or
• the recipient develops independently without using the disclosed information.

2. What each party promises

The receiving party will:

• use Confidential Information only for the Purpose;
• not disclose it to anyone except employees and advisors who need it for the Purpose and are bound by confidentiality obligations at least this strict;
• protect it with at least the care it uses for its own confidential information, and never less than reasonable care; and
• notify the other party promptly if it learns of any unauthorized use or disclosure.

3. Compelled disclosure

If a court or government authority requires disclosure, the receiving party may comply, but must (where legally allowed) give the disclosing party prompt notice so it can seek protection, and must disclose only what is required.

4. How long this lasts

This agreement covers information disclosed within [1] year of the date above. Confidentiality obligations last [3] years from each disclosure. Trade secrets stay protected for as long as they remain trade secrets under applicable law.