Legal Document Drafter

MUTUAL NON-DISCLOSURE AGREEMENT

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This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between:

Party A: [COMPANY NAME A], a [State] [Entity Type], with principal offices at [Address] ("Company A")

Party B: [COMPANY NAME B], a [State] [Entity Type], with principal offices at [Address] ("Company B")

(collectively, the "Parties")

1. PURPOSE

The Parties wish to explore a potential business relationship concerning [DESCRIBE PURPOSE] (the "Purpose"), which requires the exchange of certain confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidential Information includes, but is not limited to:

• Trade secrets, inventions, and proprietary data

• Business plans, strategies, and financial information

• Customer lists and supplier information

• Technical specifications and source code

3. EXCLUSIONS

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party

(b) Was known to the Receiving Party prior to disclosure

(c) Is independently developed without use of Confidential Information

(d) Is lawfully obtained from a third party without restriction

4. OBLIGATIONS

The Receiving Party agrees to:

(a) Maintain Confidential Information in strict confidence

(b) Use Confidential Information solely for the Purpose

(c) Limit disclosure to employees/contractors with a need to know

(d) Protect Confidential Information with reasonable care

5. TERM

This Agreement shall remain in effect for two (2) years from the Effective Date. Obligations regarding Confidential Information shall survive for five (5) years after disclosure.

6. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California.

[Signature blocks follow]

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⚠️ Disclaimer: This is a template for informational purposes. Consult a licensed attorney before use.