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].

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

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