Mutual Non-disclosure
Agreement(Partnership)
PREPARED FOR
[Partner 1], [Partner 2]
PREPARED BY
[Sender Company]
Mutual Non-disclosure Agreement (Partnership)
This Mutual Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of [Effective Date],
By and Between
[Partner 1], including its subsidiaries and affiliates (hereinafter referred to as the “Partner I”), and;
[Partner 2], including its subsidiaries and affiliates (hereinafter referred to as the “Partner II”).
Partner I and Partner II are collectively referred to as the “Parties” and individually as the “Party” for the purposes of this Agreement.
This Agreement sets forth the terms and conditions under which both Parties will exchange confidential and proprietary information. Both Parties acknowledge that maintaining the confidentiality of such information is crucial to their respective business operations and agree to abide by the confidentiality obligations outlined herein.
TERMS AND CONDITIONS.
1. PURPOSE.
The Parties wish to explore a partnership opportunity, and in connection with this opportunity, each Party or its representatives or affiliates (hereinafter referred to as the “Disclosing Party”) may disclose to the other Party or its representatives or affiliates (hereinafter referred to as the “Receiving Party”) certain confidential technical and business information that the Disclosing Party desires the Receiving Party to treat as confidential.
2. CONFIDENTIAL INFORMATION.
Confidential information shall mean any information disclosed by Disclosing Party to the Receiving Party, either directly or indirectly, either orally or in writing or by inspection of tangible objects, proprietary information, technical data, trade secrets or know-how including without limitation, any and all materials, research, product plans, products, services, markets, works of original authorship, photographs, negatives, digital images, software, computer programs, source codes and object codes (in any form whatsoever), know-how, formulae, processes, technology, algorithms, ideas, forecasts, strategies, inventions (whether or not patentable), data, innovations, network and/or hardware configuration information, system architecture, engineering, designs, flow charts, drawings, proprietary information, business and marketing plans, operational information, customer information, financial information of the Disclosing Party and/or its customers, business methods, underwriting ideas and information of any kind of the customers of the Disclosing Party including business plans, business volume, business strategies, technical plans, key managerial functions and names of the customers of the Disclosing Party and all other non-public information, material or data relating to the past, current and/or future business and operations of either Parties and all analysis, compilations, studies, summaries, extracts or other documentation prepared by the Receiving Party based on information disclosed by such Party which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a Disclosing Party by third parties.
3. EXCLUSIONS.
Confidential Information shall not include any information which
(a) Was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party;
(b) Becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;
(c) Is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records prior to the time of disclosure;
(d) Is obtained by the Receiving Party from a third party without a breach of such a third Party’s obligations of confidentiality;
(e) Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information; or
(f) Is required by law to be disclosed by the Receiving Party, provided that the Receiving Party shall give the Disclosing Party a written notice of such requirement prior to disclosing so that the Disclosing Party may seek a protective order or other appropriate relief.
4. TERM.
The obligations of the Receiving Party hereunder shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.
5. BREACH OF AGREEMENT.
(a) Remedies. The Receiving Party understands that the use or disclosure of any Confidential Information may be cause for an action at law in an appropriate court in [Jurisdiction]. The Employer shall be entitled to an injunction prohibiting the use or disclosure of the Confidential Information.
(b) Indemnification. Receiving Party understands and agrees that if the use or disclosure of Confidential Information by them or any affiliate, Receiving Party or representative of the Receiving Party causes damage, loss, cost, or expense to the Disclosing Party, the Receiving Party shall be held responsible and shall indemnify the Disclosing Party.
(c) Notice of unauthorized use or disclosure. The Receiving Party is bound by this Agreement to notify the Disclosing Party in the event of a breach of the Agreement involving the dissemination of Confidential Information, either by the Receiving Party or a third party, and will do everything possible to help the Disclosing Party regain possession of the Confidential Information.
6. ENTIRE AGREEMENT.
This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, expressed or implied by law, with respect to trade secrets or Proprietary Information of the other Party except as set forth herein.
7. WAIVER.
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.
8. GOVERNING LAW.
This Agreement and all disputes and claims arising out of or in connection with this Agreement shall be governed by and construed in accordance with [Governing Law] law. Any disputes or differences arising under, relating to, or connected with this Agreement shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms as proposed herein in the Agreement as of the aforementioned date.
[Partner 1]
[Partner 2]
Name:
Name:
Signature:
Signature:
Date:
Date:
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