Free Mutual Non-Disclosure Agreement Template

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made on [DATE] ("Effective Date") between [PARTY A LEGAL NAME], a [STATE] [entity type], [ADDRESS] ("Party A"), and [PARTY B LEGAL NAME], a [STATE] [entity type], [ADDRESS] ("Party B"). Each is a "Party"; a Party disclosing information is the "Discloser" and a Party receiving it is the "Recipient".

1. PURPOSE. The Parties wish to evaluate and discuss [DESCRIBE, e.g., a potential partnership to integrate their products] ("Purpose").

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information disclosed by the Discloser to the Recipient in connection with the Purpose, in any form, that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including business plans, product roadmaps, technical data, source code, customer information, pricing and financial information.

3. EXCLUSIONS. Confidential Information does not include information that the Recipient can show: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient before disclosure without a duty of confidentiality; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Confidential Information.

4. OBLIGATIONS. The Recipient will: (a) use Confidential Information only for the Purpose; (b) not disclose it except to its employees, contractors and professional advisers who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement ("Representatives"); (c) protect it with at least the care it uses for its own similar information, and no less than reasonable care; and (d) promptly notify the Discloser of any known unauthorised use or disclosure. Each Party is responsible for breaches by its Representatives.

5. COMPELLED DISCLOSURE. The Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it gives the Discloser prompt written notice where legally permitted and reasonable help to seek protective treatment, and discloses only what is required.

6. TERM. This Agreement covers disclosures made during [2] years after the Effective Date. The Recipient's obligations continue for [3] years after each disclosure, except that obligations for trade secrets continue for as long as the information remains a trade secret under applicable law. Either Party may end this Agreement earlier by written notice, without affecting obligations for information already disclosed.

7. RETURN OR DESTRUCTION. On written request, or when the Purpose ends, the Recipient will promptly return or destroy the Discloser's Confidential Information and confirm this in writing, except copies kept in automatic backups or to comply with law, which remain subject to this Agreement.

8. NO LICENCE, NO WARRANTY, NO OBLIGATION. No licence or ownership right is granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is." Neither Party is obliged to enter any further agreement or transaction.

9. INDEPENDENT ACTIVITIES. This Agreement does not prevent either Party from developing or acquiring products or services similar to those discussed, or from working with others, provided it does not use the other Party's Confidential Information. This Agreement contains no non-compete, non-solicitation or exclusivity obligation.

10. REMEDIES. Unauthorised disclosure may cause irreparable harm, and the Discloser may seek injunctive relief in addition to other remedies.

11. DEFEND TRADE SECRETS ACT NOTICE (18 U.S.C. § 1833(b)). An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement limits any person's right to report possible violations of law to a government agency.

12. GOVERNING LAW AND VENUE. This Agreement is governed by the laws of [STATE], and the courts of [COUNTY, STATE] have exclusive jurisdiction.

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

PARTY A: ______________________  Name/Title: ______________  Date: __________
PARTY B: ______________________  Name/Title: ______________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.