MUTUAL NON-DISCLOSURE AGREEMENT
A MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is made and signed into by and between the following parties as of July 31, 2015 (the “Effective Date”).
First party :
Company name: ——————(“Company”)
Company address: ————————-
Email address: ————————
Second party “customer”:
Company name: ——————(“Company”)
Company address: ————————-
Email address: ————————
The two parties are in conversations about forming a business relationship, and each party may divulge private information to the other party during those discussions.
THEREFORE, the parties agree as follows in reliance on and in consideration of the following undertakings:
- For this Agreement, “Confidential Information” refers to any information that has been or may be revealed, either directly or indirectly, by one party to the other (or obtained through the study of software, hardware, models, and the like) and which (i) if in tangible form, is clearly marked at the time of disclosure as being confidential information or if disclosed orally or visually, is designated at the time of disclosure as being confidential information and such designation is confirmed in writing that specifically identifies the confidential information within thirty (30) days of the disclosure or (ii) is information which is customarily understood to be confidential. Information that the receiving party can prove is or becomes generally known to the public other than as a result of a receiving party’s negligent disclosure is not included in the definition of “Confidential Information”; is in the receiving party’s possession at the time of disclosure under this agreement, without confidentiality constraints, as evidenced by the files and documents it had just before the disclosure; is independently developed by the receiving party from sources other than the Confidential Information without infringing any of the terms of this Agreement; is legally and unrestrictedly received by the receiving party from a third party; or is disclosed to any third party by the disclosing party without imposing identical limits on further disclosure as those set forth in this Agreement.
- Each party acknowledges their obligation to keep all confidential information about the other party in the strictest confidence and to refrain from disclosing it to anyone else unless expressly permitted by this agreement. The disclosing party must be informed in advance of the order or requirement for the disclosing party to be able to ask for a protective order. The receiving party may disclose confidential information that must be produced according to a court order of competent jurisdiction or other similar requirements of a governmental agency.
- Each party acknowledges that the other’s confidential information must only be used for the current business relationship. Any prototypes, software, samples, services, or other physical items that contain the disclosing party’s confidential information and are transferred to the receiving party under this Agreement may not be reverse engineered, disassembled, or decompiled by the receiving party. Nothing in this Agreement implies or grants any additional rights or licenses.
- The receiving party must take as much precaution to prevent unauthorized disclosure or use of the confidential information as it does to safeguard its own proprietary information that is similar, and in no case shall that precaution be less than what is commercially reasonable. It is agreed that the receiving party may only divulge the secret information to its workers or associates who need to know about it to carry out the business relationship under discussion and who have been notified of the information’s sensitivity. In the event that any of these workers violate this Agreement, the receiving party shall be held liable. Despite the aforementioned, the receiving party is not responsible for any unlawful but unintentional use or disclosure of confidential information that takes place despite exercising the level of caution necessary by this clause.
- All confidential information, including all written materials, physical objects, and reproductions of such materials, shall belong to the party disclosing it and shall not be used for any other purpose.
- The correctness or completeness of any Confidential Information provided herein is not represented or warranted in any way, either expressly or impliedly, and all Confidential Information is provided “as is.”
- Any party may end this agreement at any time by giving the other party thirty (30) days’ written notice. This Agreement will become valid after the effective date and will remains valid unless any party request for earlier terminated. The rights and obligations included in this Agreement with regard to Confidential Information obtained before such termination, which obligations shall survive termination of this Agreement, shall not be affected by termination of this Agreement.
- The receiving party shall promptly return all copies of the Confidential Information and any documents derived therefrom to the disclosing party upon request and, in any case, upon the termination or expiration of this Agreement, or, at the latter’s option, shall certify in writing that all copies of the Confidential Information, and any such other documents, have been destroyed. To be used only in the event of a dispute involving this agreement, the receiving party may keep one archival copy of the Confidential Information.
- The parties acknowledge and concur that the Confidential Information is the disclosing party’s trade secrets and confidential property and that its unauthorized use or disclosure would result in significant harm and irreparable harm for which the disclosing party would not be entitled to an adequate legal remedy. The parties concur that the disclosing party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violation or breach of this Agreement by the receiving party, its employees, or agents without the need to demonstrate actual damages or that monetary damages would not provide an adequate remedy. This agreement is made without limiting any other rights and remedies that may otherwise be available.
- Regardless of any other condition in this agreement, no party is obligated to engage in or continue any conversations relating to a potential commercial relationship. Any choice to proceed with negotiations or to enter into a commercial partnership is solely at the discretion of each party, and this Agreement imposes no duty on any party in this regard.
- The receiving party stipulates that it will not, directly or indirectly, export to any nation for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval, any technical data or software acquired in accordance with this Agreement, or any product utilizing any such data or software.
- The parties acknowledge and agree that the identity of potential customers that they introduce to one another for a possible business relationship are the confidential property of the disclosing party and that the unauthorized use or disclosure of these identities or the unauthorized contact with the potential customers by the receiving party would cause irreparable harm and significant injury for which the disclosing party would not have an adequate remedy at law. Therefore, the parties agree that, without limiting any other rights and remedies which may otherwise be available, the disclosing party shall be entitled to an injunction or any appropriate decree of specific performance for any actual or threatened violation or breach of this Agreement by the receiving party, its employees or agents without the necessity of the disclosing party showing actual damages or that monetary damages would not afford an adequate remedy.
- This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to its choice of law provisions; is the complete and exclusive statement of the parties’ agreement and supersedes all prior written and oral communications and agreements relating to the subject matter thereof; and may not be amended except in writing and signed by an authorized representative of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.