Non-Disclosure Agreement

Free Non-Disclosure Agreement Template

Use this free template as a starting point for a mutual non-disclosure agreement (NDA). Copy and customise it to suit your situation, the nature of the confidential information, and your jurisdiction.

MUTUAL NON-DISCLOSURE AGREEMENT

Date: [Date of agreement]

Party A: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] ("Party A")

Party B: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] ("Party B")

Each individually a "Party" and together the "Parties".

Background

A. The Parties wish to explore a potential business relationship in connection with [Brief description of the purpose, e.g. a potential collaboration, investment discussion, supplier relationship, M&A discussion] (the "Purpose").

B. In connection with the Purpose, each Party may disclose confidential information to the other.

C. The Parties wish to protect that information on the terms set out below.

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, whether disclosed in writing, orally, electronically, or by inspection of tangible items, including but not limited to:

• Business plans, strategy, financial information, customer lists, pricing
• Technical information, source code, designs, processes, know-how
• Personal data (subject to applicable data protection law)
• The existence and terms of the discussions between the Parties

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient before disclosure without any obligation of confidence; (c) is rightfully received from a third party without obligation of confidence; or (d) is independently developed by the Recipient without use of the Confidential Information.

2. Obligations of the Recipient

The Recipient shall:

• Use the Confidential Information solely for the Purpose
• Keep the Confidential Information strictly confidential
• Apply at least the same standard of care as it applies to its own confidential information, and in any event no less than a reasonable standard of care
• Disclose Confidential Information only to its directors, officers, employees, professional advisors, and agents who: (i) need to know it for the Purpose; (ii) are informed of its confidential nature; and (iii) are bound by obligations of confidence at least as protective as this Agreement
• Not copy, reproduce, or summarise the Confidential Information except as reasonably necessary for the Purpose

3. Permitted Disclosures

The Recipient may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that (where lawful and practicable) the Recipient:

• Notifies the Discloser promptly in writing
• Cooperates with the Discloser if the Discloser seeks a protective order
• Discloses only the minimum information legally required

4. No Licence

This Agreement does not grant any licence, right, or interest in the Confidential Information or any intellectual property of the Discloser, except the limited right to use the Confidential Information for the Purpose.

5. Return or Destruction

Within [30] days of the earlier of (i) completion or abandonment of the Purpose, or (ii) the Discloser's written request, the Recipient shall:

• Return or destroy all Confidential Information in its possession or control
• Confirm in writing that all Confidential Information has been returned or destroyed
• The Recipient may retain copies required by law, regulation, or its routine backup procedures, provided that the obligations of this Agreement continue to apply

6. Term

This Agreement comes into effect on the date above and continues for [2] years, or until terminated by either Party on [30] days' written notice. The confidentiality obligations in clause 2 survive termination and continue for a further [3] years from the date of last disclosure.

7. No Obligation to Disclose or Proceed

Neither Party is obliged to disclose any Confidential Information or to proceed with the Purpose. Either Party may end discussions at any time without liability.

8. Remedies

The Parties acknowledge that damages may not be an adequate remedy for breach of this Agreement, and the Discloser may seek injunctive or equitable relief in addition to any other available remedies.

9. No Warranty

Confidential Information is provided "as is" without warranty as to accuracy or completeness. Neither Party shall be liable for any loss arising from the Recipient's use of the Confidential Information for the Purpose, save in the case of fraud or wilful misconduct.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the protection of Confidential Information in connection with the Purpose and supersedes any prior understanding on the same subject.

11. Governing Law and Jurisdiction

This Agreement is governed by the laws of [Jurisdiction] and the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction].

Signatures:

For and on behalf of Party A:

_ Date: _

Name: _ Position: _

For and on behalf of Party B:

_ Date: _

Name: _ Position: _

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.