Mutual Non-Disclosure Agreement (MNDA) Template

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This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of [Date] (the “**Effective Date”), by and between:

[Party A Name], a [state/country] [entity type, e.g., corporation, LLC, individual] with its principal place of business at [address] (“Party A”),

and

[Party B Name], a [state/country] [entity type] with its principal place of business at [address] (“Party B”).

Party A and Party B may each be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties wish to disclose to each other certain confidential and proprietary information for the purpose of [insert purpose, e.g., evaluating a potential business relationship, joint venture, or transaction] (the “Purpose”).

2. Definition of Confidential Information

2.1 Confidential Information means any and all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether oral, written, electronic, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2.2 Exclusions. Confidential Information does not include information that:(a) is or becomes publicly available without breach of this Agreement;(b) is rightfully received by the Receiving Party from a third party without restriction;(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or(d) is approved for release by written authorization of the Disclosing Party.

3. Obligations of Receiving Party

The Receiving Party shall:(a) maintain the confidentiality of the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;(b) use the Confidential Information solely for the Purpose;(c) not disclose the Confidential Information to any third party without prior written consent of the Disclosing Party, except to its employees, contractors, or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Agreement; and(d) promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

4. Term and Survival

4.1 Term. This Agreement shall commence on the Effective Date and continue for [two (2)] years, unless terminated earlier by either Party upon [30] days’ prior written notice.

4.2 Survival. Each Party’s duty to protect Confidential Information shall survive for [three (3)] years from the date of disclosure, or, with respect to trade secrets, for so long as such Confidential Information remains a trade secret under applicable law.

5. No License

Nothing in this Agreement grants either Party any rights, title, or interest in or to the other Party’s Confidential Information except as expressly set forth herein.

6. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permissible) and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

7. Return or Destruction

Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including copies, and certify such return or destruction in writing.

8. Remedies

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

9. Miscellaneous

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings.

9.2 Amendments. This Agreement may only be amended in writing signed by both Parties.

9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law rules.

9.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.

Party A:Signature: ___________________________Name: ______________________________Title: _______________________________Date: _______________________________

Party B:Signature: ___________________________Name: ______________________________Title: _______________________________Date: _______________________________

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