Mutual non-disclosure agreement

This Agreement is entered into as of ___,  the “Effective Date”, by and between ___, hereinafter known as  “Party A“, and ___, hereinafter known as “Party B“.

WHEREAS Party A and the Party B, hereinafter known as the “Parties”, have an  interest in participating in discussions wherein either Party may 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 may 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:

1. Either Party may disclose Confidential Information to the other Party in  confidence provided that the disclosing Party identifies such information as proprietary  and confidential either by marking it, in the case of written materials, or, in the case of  information that is disclosed orally or written materials that are not marked, by notifying  the other Party of the proprietary and confidential nature of the information, such  notification to be done orally, by e-mail or written correspondence, or via other means of  communication as might be appropriate.

2. When informed of the proprietary and confidential nature of Confidential  Information that has been disclosed by the other Party, the receiving Party (“Recipient”)  shall, for a period of ___ from the date of disclosure, refrain from  disclosing such Confidential Information to any contractor or other third party without  prior, written approval from the disclosing Party and shall protect such Confidential  Information from inadvertent disclosure to a third party using the same care and  diligence that the Recipient uses to protect its own proprietary and confidential  information, but in no case less than reasonable care. The Recipient shall ensure that  each of its employees, officers, directors, or agents who has access to Confidential  Information disclosed under this Agreement is informed of its proprietary and  confidential nature and is required to abide by the terms of this Agreement. The  Recipient of Confidential Information disclosed under this Agreement shall promptly  notify the disclosing Party of any disclosure of such Confidential Information in violation  of this Agreement or of any subpoena or other legal process requiring production or  disclosure of said Confidential Information.

3. All Confidential Information disclosed under this Agreement shall be and remain  the property of the disclosing Party and nothing contained in this Agreement shall be  construed as granting or conferring any rights to such Confidential Information on the  other Party. The Recipient shall honor any request from the disclosing Party to promptly  return or destroy all copies of Confidential Information disclosed under this Agreement  and all notes related to such Confidential Information. The Parties agree that the  disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party or otherwise disclosed in breach of this Agreement and  that the disclosing Party shall be entitled to obtain injunctive relief against a threatened  breach or continuation of any such breach and, in the event of such breach, an award of  actual and exemplary damages from any court of competent jurisdiction.

4. The terms of this Agreement shall not be construed to limit either Party’s right to  develop independently or acquire products without use of the other Party’s Confidential  Information. The disclosing party acknowledges that the Recipient may currently or in  the future be developing information internally, or receiving information from other  parties, that is similar to the Confidential Information. Nothing in this Agreement will  prohibit the Recipient from developing or having developed for it products, concepts,  systems, or techniques that are similar to or compete with the products, concepts,  systems, or techniques contemplated by or embodied in the Confidential Information  provided that the Recipient does not violate any of its obligations under this Agreement  in connection with such development.

5. Notwithstanding the above, the Parties agree that information shall not be  deemed Confidential Information and the Recipient shall have no obligation to hold in  confidence such information, where such information:

(a) Is already known to the Recipient, having been disclosed to the Recipient by  a third party without such third party having an obligation of confidentiality to  the disclosing Party;

(b) Is or becomes publicly known through no wrongful act of the Recipient, its  employees, officers, directors, or agents;

(c) Is independently developed by the Recipient without reference to any  Confidential Information disclosed hereunder;

(d) Is approved for release (and only to the extent so approved) by the  disclosing Party; or

(e) Is disclosed pursuant to the lawful requirement of a court or governmental  agency or where required by operation of law.

6. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture or other similar relationship between the Parties.

7. Neither Party will, without prior approval of the other Party, make any public  announcement of or otherwise disclose the existence or the terms of this Agreement.

8. This Agreement contains the entire agreement between the Parties and in no  way creates an obligation for either Party to disclose information to the other Party or to  enter into any other agreement.

9. This Agreement shall remain in effect for a period of ___ from  the Effective Date unless otherwise terminated by either Party giving notice to the other  of its desire to terminate this Agreement. The requirement to protect Confidential  Information disclosed under this Agreement shall survive termination of this Agreement.

IN WITNESS WHEREOF, the parties have indicated their acceptance of the terms of  this Agreement by their signatures below on the dates indicated.

Party A

Signature ___
Date ___
Print Name ___

Party B

Signature ___
Date ___
Print Name ___