Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between [PARTY A], located at [ADDRESS], and [PARTY B], located at [ADDRESS] (each a "Party").

1. PURPOSE. The Parties wish to explore a potential business relationship and may disclose confidential information to one another.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) was known to the receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party.

4. OBLIGATIONS. Each Party will use the other's Confidential Information solely for the Purpose, protect it with reasonable care, and not disclose it to third parties except to employees or advisors with a need to know who are bound by similar obligations.

5. COMPELLED DISCLOSURE. A Party may disclose Confidential Information if required by law, provided it gives prompt notice (where lawful) so the other Party may seek protection.

6. TERM. This Agreement remains in effect for [2] years; confidentiality obligations survive for [3] years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets.

7. RETURN. On request, each Party will return or destroy the other's Confidential Information.

8. NO LICENSE. No license or ownership right is granted by this Agreement.

9. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

IMMUNITY NOTICE (18 U.S.C. § 1833(b)). Notwithstanding anything in this Agreement, you may 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, either directly or indirectly, or to an attorney, solely for the purpose of 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. If you sue for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the proceeding, provided you file any document containing it under seal and do not otherwise disclose it except by court order.

PARTY A: ______________________  DATE: __________
PARTY B: ______________________  DATE: __________

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