Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made on [DATE] between [PARTY A], [ADDRESS] and [PARTY B], [ADDRESS] (each a "Party").

1. PURPOSE
The Parties wish to discuss [DESCRIBE PURPOSE] and may disclose confidential information to each other for that purpose ("Purpose").

2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information disclosed by one Party to the other that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Information disclosed orally will be treated as confidential if summarised in writing and provided to the receiving Party within thirty days of disclosure.

3. EXCLUSIONS
Confidential Information does not include information that:
(a) is or becomes publicly available other than through breach of this Agreement;
(b) was known to the receiving Party before disclosure;
(c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or
(d) is lawfully received from a third party without restriction.

4. COMPELLED DISCLOSURE
A Party may disclose Confidential Information to the extent required by law, regulation or an order of a court or authority of competent jurisdiction, provided that, where lawful, it gives the other Party prompt written notice so that the other Party may seek protective relief.

5. OBLIGATIONS
Each Party will use the other's Confidential Information solely for the Purpose, protect it with at least the degree of care it applies to its own confidential information of like importance, and disclose it only to its employees, directors and professional advisers who need to know it for the Purpose and who are bound by obligations no less protective than these.

6. TERM
This Agreement commences on the date above and continues for [TWO] years. Obligations of confidentiality survive for [THREE] years from the date of disclosure, except that information constituting a trade secret remains protected for so long as it retains that character under applicable law.

7. RETURN OR DESTRUCTION
On written request, or on expiry of this Agreement, each Party will return or destroy the other's Confidential Information in its possession, other than copies retained in routine electronic backups or as required by law, and will confirm in writing that it has done so.

8. NO LICENCE, NO OBLIGATION
Nothing in this Agreement grants any licence in respect of intellectual property, or obliges either Party to enter into any further agreement.

9. NO RESTRAINT ON EMPLOYMENT
Nothing in this Agreement restricts either Party, or any of its personnel, from engaging in any lawful profession, trade or business.

10. REMEDIES
Each Party acknowledges that a breach may cause harm for which damages may not be an adequate remedy, and that the other Party may seek such relief as is available in law. Nothing in this clause limits a Party's right to contest any application for relief.

11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of India. The courts at [CITY] shall have jurisdiction.

Signed:

_______________________        _______________________
[PARTY A]                      [PARTY B]

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