(NDA)
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") between:
Party A: _____________________________________________ ("Party A"); and
Party B: _____________________________________________ ("Party B").
Party A and Party B are referred to individually as a "Party" and collectively as the "Parties."
BACKGROUND
The Parties wish to explore a potential commercial relationship or transaction described as: _____________________________________________ (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information. The Parties wish to ensure that all such information is kept strictly confidential and is used only for the Purpose.
1. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any and all information, data, or know-how disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, in electronic form, or by any other means, that: (a) is designated as confidential at the time of disclosure; (b) is by its nature clearly confidential; or (c) the Receiving Party knows or ought reasonably to know to be confidential, regardless of whether it is marked as such.
Confidential Information includes, without limitation: business plans, financial projections, pricing data, client and supplier identities, technical specifications, trade secrets, product development information, intellectual property, legal documents and strategies, and the existence and terms of this Agreement.
Confidential Information does not include information that:
is or becomes publicly available other than through a breach of this Agreement;
was already rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records predating the disclosure;
is independently developed by the Receiving Party without reference to or use of the Confidential Information; or
is received from a third party who is not under any obligation of confidentiality with respect to such information.
2. Obligations of the Receiving Party
The Receiving Party shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it applies to its own most sensitive confidential information, and in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose and for no other purpose whatsoever; (c) not copy, reproduce, or summarise the Confidential Information except to the minimum extent necessary for the Purpose; and (d) not reverse engineer, decompile, or disassemble any Confidential Information relating to software, technology, or products.
The Receiving Party may disclose Confidential Information only to those of its employees, officers, directors, or professional advisers (including lawyers and accountants) who: (a) have a genuine need to know such information for the Purpose; (b) are informed of the confidential nature of the information; and (c) are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall remain liable for any breach of this Agreement by any person to whom it discloses Confidential Information.
The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any actual or suspected unauthorised disclosure, use, or loss of Confidential Information.
3. Compelled Disclosure
If the Receiving Party is required by applicable law, regulation, court order, or governmental authority to disclose any Confidential Information, it shall: (a) give the Disclosing Party the maximum practicable prior written notice of such requirement; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief to limit or prevent such disclosure; and (c) disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to ensure that any such disclosure is subject to confidentiality protections.
4. No Licence or Transfer
Nothing in this Agreement shall be construed as granting the Receiving Party any right, title, licence, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party.
Neither Party acquires any right to use the other Party's trade marks, trade names, logos, or other indicia of origin by virtue of this Agreement.
5. Return and Destruction of Confidential Information
Upon the written request of the Disclosing Party, or upon the termination of this Agreement, the Receiving Party shall promptly: (a) return to the Disclosing Party all tangible materials containing Confidential Information; and (b) permanently delete or destroy all electronic copies of the Confidential Information in its possession or control, and provide written certification of such deletion or destruction within ten (10) business days of the request. The Receiving Party may retain one archival copy of the Confidential Information solely for legal compliance purposes, subject to continuing confidentiality obligations.
6. Term
This Agreement shall commence on the Effective Date and remain in force for a period of two (2) years, unless earlier terminated by mutual written agreement.
The confidentiality obligations in this Agreement shall survive termination for a further period of three (3) years in respect of Confidential Information disclosed during the term, such that the total period of protection for any item of Confidential Information shall be no less than three (3) years from the date of its disclosure.
7. No Obligation to Proceed
Nothing in this Agreement obliges either Party to disclose any particular Confidential Information, to enter into any further agreement, or to proceed with any transaction or commercial relationship. Either Party may at any time decline to proceed with the Purpose without liability to the other Party, subject to compliance with its obligations under this Agreement.
8. Remedies
Each Party acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. The Disclosing Party shall therefore be entitled to seek injunctive relief, specific performance, or other equitable remedies without the need to post security or prove actual damage.
The rights and remedies set out in this Agreement are cumulative and are in addition to any other rights or remedies available at law or in equity.
9. Representations and Warranties
Each Party represents and warrants that: (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not violate any obligation by which it is bound; and (c) the Confidential Information it discloses is disclosed in good faith and is not, to its knowledge, subject to any third-party restriction that would prevent or limit the disclosure contemplated by this Agreement.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of _____________________________________________, without regard to its conflict of laws principles.
The Parties shall attempt to resolve any dispute arising out of this Agreement through good-faith negotiation for a period of thirty (30) days from the date on which one Party notifies the other of the dispute.
If the dispute is not resolved within such thirty (30)-day period, it shall be submitted to binding arbitration under the rules of _____________________________________________, with the seat of arbitration in _____________________________________________ and the language of proceedings being English. Nothing in this clause shall prevent either Party from seeking urgent injunctive relief from a court of competent jurisdiction.
11. General
This Agreement constitutes the entire agreement between the Parties with respect to confidentiality in connection with the Purpose, and supersedes all prior confidentiality agreements or understandings on the same subject.
No amendment to this Agreement shall be effective unless in writing and signed by both Parties.
If any provision of this Agreement is held by a court or tribunal to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall continue in full force and effect.
No waiver of any right under this Agreement shall be effective unless in writing, and no such waiver shall operate as a waiver of any other or future right.
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be accepted as valid and binding.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last signed below.
Signed by Party A:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Entity Name: _____________________________________________
Date: _____________________________________________
Signed by Party B:
Authorised Signatory: _____________________________________________
Full Name: _____________________________________________
Title: _____________________________________________
Entity Name: _____________________________________________
Date: _____________________________________________
Doc 10 — Mutual Non-Disclosure Agreement (NDA) — Neutral Template