# Mutual NDA agreement

> This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result.

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## Parties

Party A: [Legal name, address, email]
Party B: [Legal name, address, email]
Effective date: [Date]

## 1. Purpose

The parties wish to share information to [evaluate / carry out a potential project concerning …] (“the Purpose”).

## 2. Confidential information

“Confidential Information” means any information disclosed by one party to the other in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential.

## 3. Exclusions

- Information that is or becomes public other than through a breach of this agreement
- Information the recipient already lawfully knew
- Information the recipient develops independently
- Information the recipient receives lawfully from a third party without a duty of confidentiality
- Disclosure required by law or a regulator, after notifying the other party where allowed

## 4. Obligations

- Use Confidential Information only for the Purpose.
- Protect it with at least reasonable care.
- Share it only with employees and advisers who need to know it and are bound by similar duties.

## 5. Term

These obligations last for [3] years from the date of the last disclosure [or, for trade secrets, for as long as the information remains a trade secret].

## 6. Return or destruction

On request, the recipient will return or destroy Confidential Information, except copies it must keep by law or in routine backups, which remain confidential.

## 7. No licence or obligation

Nothing in this agreement grants any licence to intellectual property or obliges either party to enter into any further agreement.

## 8. Remedies

Each party acknowledges that a breach may cause harm for which damages alone may not be adequate, and that the other party may seek other remedies available under the governing law.

## General

- **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject.
- **Changes:** changes to this agreement must be in writing and signed by both parties.
- **Notices:** notices are sent to the email addresses above, or as updated in writing.
- **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction.

## Signatures

|  | [Party A] | [Party B] |
| --- | --- | --- |
| Name |  |  |
| Title |  |  |
| Signature |  |  |
| Date |  |  |

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## Before you sign it

- [ ] Both parties’ legal names and addresses are correct.
- [ ] Services, deliverables and exclusions are specific.
- [ ] Fees, deposit and payment terms match the proposal.
- [ ] Ownership, confidentiality and liability clauses suit the project.
- [ ] Termination and notice periods are filled in.
- [ ] A lawyer has reviewed the template for your jurisdiction.

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# Example: an NDA before an operations review

How the key clauses read once filled in. Both companies are fictional.

## Parties

Party A: Meridian Advisory
Party B: Calder Manufacturing
Effective date: 4 February

## Purpose

Evaluating and, if agreed, carrying out a review of Calder’s order fulfilment operations.

## Confidential information

- Calder’s order, inventory and staffing data
- Meridian’s diagnostic methods and benchmark data
- Pricing and commercial terms discussed by either party

## Term

Obligations last for three years from the last disclosure.

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This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Template by Angelwood — https://angelwood.io/templates