This mutual non-disclosure agreement protects confidential information that two parties exchange while exploring or carrying out a business relationship. Each party may be a discloser and a recipient, and the same obligations apply to both.

1. Parties and purpose

This agreement is between First party name (the "First party") and Second party name (the "Second party"), together the "Parties". It takes effect on Effective date.

The Parties are exchanging information for the following purpose (the "Purpose"): Business purpose.

2. Confidential information

1. "Confidential information" means any non-public information one party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose, whether shared in writing, orally, electronically, or by observation.
2. It includes, without limitation: business plans, financial data, pricing, customer and supplier lists, product roadmaps, technical designs, source code, processes, and the existence and content of the Parties' discussions.
3. Information is confidential whether or not it is marked as such, if a reasonable person would understand it to be confidential given its nature and the circumstances of disclosure.

3. Exclusions

Confidential information does not include information that the Recipient can show:

1. was publicly available at the time of disclosure, or later becomes publicly available through no fault of the Recipient;
2. was lawfully known to the Recipient before disclosure, free of any confidentiality obligation;
3. was lawfully received from a third party who had the right to share it without restriction; or
4. was independently developed by the Recipient without use of or reference to the Discloser's confidential information.

4. Obligations of each recipient

1. Use confidential information only for the Purpose, and for no other reason.
2. Protect it with at least the same care the Recipient uses for its own confidential information, and never less than reasonable care.
3. Limit access to employees, contractors, and professional advisers who need it for the Purpose and who are bound by confidentiality obligations at least as protective as this agreement.
4. Not copy, reverse engineer, or attempt to derive the substance of confidential information except as the Purpose requires.
5. Notify the Discloser promptly on learning of any unauthorized use or disclosure, and cooperate reasonably to limit the harm.

5. Compelled disclosure

If a court, regulator, or other authority requires the Recipient to disclose confidential information, the Recipient may do so, provided it gives the Discloser prompt written notice where lawful, discloses only what is required, and reasonably cooperates with any effort by the Discloser to seek protective treatment.

6. Term

1. This agreement runs for Agreement term from the effective date, unless ended earlier by either party on written notice.
2. The confidentiality obligations survive for Confidentiality period after termination after this agreement ends. Obligations for trade secrets continue for as long as the information remains a trade secret.

7. Return or destruction

On the Discloser's written request, or when this agreement ends, the Recipient will promptly return or destroy all confidential information and any copies, and confirm in writing that it has done so. The Recipient may retain copies required by law or by routine automated backups, which remain subject to this agreement.

8. No license, no obligation to proceed

1. No rights or licenses to any intellectual property are granted under this agreement, by implication or otherwise.
2. Neither party is obliged to disclose any particular information or to enter into any further agreement.
3. All confidential information is provided "as is", without warranty of any kind.

9. Remedies

The Parties agree that unauthorized use or disclosure of confidential information may cause harm that money alone cannot fix, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available.

10. General

1. This agreement is the entire agreement between the Parties about its subject matter and replaces any earlier understanding about confidentiality for the Purpose.
2. Neither party may assign this agreement without the other's written consent.
3. Amendments must be in writing and signed by both Parties.
4. If any provision is found unenforceable, the rest of the agreement remains in effect.

Signatures

First party: ✍ First party signature Date: First party signature date

Second party: ✍ Second party signature Date: Second party signature date