By admin , 7 October, 2026

Mutual Non-Disclosure Agreement

Example¹ Template — For Educational Purposes Only

This Mutual² Non-Disclosure Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Party A Legal Name], a [State/Country and Entity Type] with an address at [Address] (“Party A”), and [Party B Legal Name], a [State/Country and Entity Type] with an address at [Address] (“Party B”). Each may be referred to as a “Party” and together as the “Parties.”

1. Purpose

The Parties wish to evaluate and discuss a potential business relationship concerning [describe the proposed transaction or project] (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other.

2. Confidential Information

“Confidential Information” means non-public information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, visually, electronically, or in writing, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include business plans, financial information, customer and supplier information, pricing, trade secrets, software, designs, inventions, research, and technical data.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

was lawfully known to the Receiving Party without restriction before disclosure;
becomes publicly available through no breach of this Agreement;
is received lawfully from a third party without a duty of confidentiality;
is independently developed without use of or reference to the Confidential Information; or
is approved for release in writing by the Disclosing Party.

4. Obligations of the Receiving Party

The Receiving Party shall:

use Confidential Information solely for the Purpose;
protect it using at least reasonable care and no less than the care used for its own similar information;
disclose it only to employees, officers, professional advisers, contractors, or affiliates who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement; and
promptly notify the Disclosing Party of any unauthorized access, use, or disclosure of which it becomes aware.

5. Required Disclosure

If legally compelled to disclose Confidential Information, the Receiving Party may do so, provided that, to the extent legally permitted, it gives prompt written notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy. The Receiving Party shall disclose only the portion legally required.

6. Ownership and No License

All Confidential Information remains the property of the Disclosing Party. No license or other intellectual property right is granted by this Agreement except the limited right to use Confidential Information for the Purpose. Neither Party is obligated to proceed with any proposed transaction or relationship.

7. Return or Destruction

Upon written request, the Receiving Party shall promptly return or destroy Confidential Information and, if requested, certify destruction in writing. The Receiving Party may retain copies required by law or maintained in routine backup systems, subject to the continuing obligations of this Agreement.

8. Term and Survival

This Agreement begins on the Effective Date and continues for [two (2)] years. The confidentiality and use restrictions apply to each disclosure for [three (3)] years after disclosure; however, trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

9. Remedies

The Parties acknowledge that unauthorized use or disclosure may cause irreparable harm for which monetary damages may be inadequate. The injured Party may seek injunctive or equitable relief, in addition to any other remedies available at law, subject to applicable procedural requirements.

10. General Provisions

This Agreement constitutes the entire agreement concerning its subject matter and supersedes prior discussions or agreements concerning confidentiality for the Purpose. Any amendment or waiver must be in writing and signed by both Parties. Neither Party may assign this Agreement without the other Party’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. If any provision is unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain effective. This Agreement may be signed in counterparts and by electronic signature.

11. Governing Law and Venue

This Agreement is governed by the laws of [State/Country], without regard to conflict-of-law principles. The Parties consent to the exclusive jurisdiction and venue of the courts located in [County, State/Country].

12. Signatures

PARTY A: [Legal Name]

By: ______________________________

Name: ____________________________

Title: _____________________________

Date: _____________________________

PARTY B: [Legal Name]