Mutual non-disclosure agreement
This agreement is made on [Date] between [Company A legal name], a [State] [corporation / limited liability company] ([Company A short name]), and [Company B legal name], a [State] [corporation / limited liability company] ([Company B short name]). Each is a party, and the one sharing information is the disclosing party.
1. Purpose
The parties wish to share information to [evaluate a possible business relationship between them] (the Purpose).
2. Confidential information
Confidential information is any information a party discloses to the other for the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer lists, pricing, and technical information.
3. What is not confidential
Information is not confidential if the receiving party can show that it is or becomes public through no fault of its own, was lawfully known to it before disclosure, is lawfully received from someone else without a duty of confidence, or is developed independently without use of the confidential information.
4. Use and protection
The receiving party will use confidential information only for the Purpose, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will share it only with its employees, officers, and advisers who need to know it for the Purpose and are bound by duties of confidence at least as strict as these.
5. Disclosure required by law
If the receiving party is required by law or court order to disclose confidential information, it will, where the law allows, promptly tell the disclosing party so that it can seek protection, and will disclose only what is required.
6. Return or destruction
On request, the receiving party will return or destroy the disclosing party's confidential information, except copies kept under a legal duty or in routine backups, which remain confidential.
7. How long it lasts
This agreement covers information disclosed within [one year] of its date, and the obligations for each piece of information last for [three] years from its disclosure, and for trade secrets for as long as they remain trade secrets.
8. No other rights
No license or other right is granted except as stated here. Neither party is obliged to enter into any further agreement.
9. Remedies
A breach may cause harm that money cannot make good, so the disclosing party may seek an injunction in addition to any other remedy.
10. General
This agreement is governed by the laws of the State of [State]. It is the parties' whole agreement on its subject, may be changed only in writing signed by both, and may be signed electronically and in counterparts.
[Company A legal name], by [Name], [Title]
[Company B legal name], by [Name], [Title]