(Last Updated On: October 31, 2022)

Mutual Non Disclosure Agreement Format Template, Download Free Doc Pdf File Example

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Mutual Non Disclosure Agreement Word Text Document Format

MUTUAL NON-DISCLOSURE AGREEMENT

 

This Agreement is made and entered into as of the last date signed below (the “Effective Date”) by and between ___________________, a ___________ corporation having its principal place of business at _______________ (“My Company”) and __________________________, a ___________ corporation whose principal mailing address is _______________________ (the “Second Party”).

WHEREAS My Company and the Second Party (the “Parties”) have an interest in participating in discussions wherein either Party might share information with the other that the disclosing Party considers to be proprietary and confidential to itself (“Confidential Information”); and

WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information; 

NOW, THEREFORE, the Parties agree as follows:

• Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

• Exclusions from Confidential Information

Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

• Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

• Time Periods

This Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until _________________ or until whichever of the following occurs first: (a) Disclosing Party sends Receiving Party written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.

1. Amendment: 

This Agreement may be amended or modified only by a written agreement, duly signed by both the Company and the Second Party.

 

1. Notices: 

Any notice or communication under this Loan must be in writing and sent via In-Person Delivery only.

 

• No Waiver: 

Second Party shall not be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by Second Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

 

1. Severability: 

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid and enforceable as though the invalid or unenforceable parts had not been included in this Agreement.

 

1. Assignment: 

Company shall not assign this Agreement, in whole or in part, without the written consent of Second Party. Second Party may assign all or any portion of this Agreement with written notice to Company.

 

• Governing Law: 

This Agreement shall be governed by and construed in accordance with the laws of the State of ____________________, not including its conflicts of law provisions.

 

1. Disputes:

Any dispute arising from this Agreement shall be resolved in the courts of the State of ____________________.

 

• Entire Agreement: 

This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements of the parties, whether oral or written, with respect to such subject matter.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above.

 

MyCompany, Inc. Company: ___________________________

Signature Date Signature Date

Printed Name Printed Name

Title Title

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