Mutual Nondisclosure Agreement

A simple mutual nondisclosure agreement

This Nondisclosure Agreement (the "Agreement") is entered into effective [today's date](the "Effective Date") between:

[Receiver's Name], representing [Receiver's Company], hereinafter referred to as the "Disclosing Party", which expression shall mean and include its authorized representative(s), associates, affiliates, partners it may be appointing on its behalf or who benefit from this Agreement,

and

[Sending Party], representing [Sender's Company], hereinafter referred to as the "Recipient Party", which expression shall mean and include its authorized representative(s), associates, affiliates, partners it may be appointing on its behalf or who benefit from this Agreement.

The Disclosing Party and the Recipient Party are referred to each as a Party and collectively as the Parties.

The Parties wish to discuss certain business opportunities. These discussions may require the Parties to disclose Confidential Information to each other and the Parties wish to protect that Confidential Information.

Definitions

Disclosing Party means a Party whose Confidential Information is received by the other Party.

Recipient Party means a Party that receives the other Party's Confidential Information.

Confidential Information means any information received by a Party which is marked as confidential, proprietary, or private. It will not include information that is already in Recipient Party's possession without obligation of confidentiality, obtained from a third party without obligation of confidentiality, or independently developed by the Recipient Party.

Obligations and exceptions to obligations

The Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient Party. The Recipient Party agrees not to use the Confidential Information for its own use or for any other purpose other than to carry out the discussions on business opportunities between the Parties.

The Recipient Party agrees that it will not, without the prior written consent of the Disclosing Party:

  • copy, reproduce, distribute, or disclose any Confidential Information to anyone,
  • use the Confidential Information for any purposes other than as agreed, or
  • reveal to any person, corporation or other entity the fact that discussions and/or meetings have taken place or the existence, or the subject matter of this Agreement, or make any public announcement or public comment in relation to the existence, or the subject matter of this Agreement.

Confidential Information received by the Recipient Party shall be maintained in confidence by the Recipient Party and shall not be disclosed to any third party without prior written consent from the Disclosing Party, except that the Recipient Party may disclose Confidential Information to:

  • the Recipient Party's officers, employees and/or agents who are required to know and access Confidential Information, and,
  • the Recipient Party's contractors that have agreed in writing to the obligations of the Recipient Party under this Agreement.

The Recipient Party agrees to take reasonable measures to protect the confidential nature of the Confidential Information and to ensure that such Confidential Information is not disclosed or distributed by its officers, employees and/or agents and/or contractors in breach of this Agreement.

Each Party shall be responsible for any breach of its confidentiality obligations by its respective officers, employees and/or agents and/or contractors.

Nothing in this Agreement:

  • restricts the right of a Party to develop, procure or market products and/or services which may be competitive with those offered by the other Party so long as there is no unauthorized use of the Confidential Information of the other Party,

  • obligates a Party to obtain any products and/or services from the other Party, or

  • prevents a Party from entering into similar agreements with other companies and/or individuals.

Compliance With Laws

The Recipient Party may disclose Confidential Information if required by law or governmental order, in which case the Recipient Party will give the Disclosing Party prior written notice of such requirement.

Governing Law

This Agreement shall be governed, construed and interpreted in accordance with the laws of the Parties' respective jurisdictions.

Termination

This Agreement will be effective as of the Effective Date and will continue indefinitely for as long as the information remains Confidential Information unless terminated by each Party upon prior written notice.

Entire Agreement

This Agreement sets forth the entire understanding and agreement of the Parties regarding this subject matter and supersedes all prior oral or written agreements, understandings and communications with respect to such subject matter.

Any additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each Party.

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