MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (the "Agreement") is made on [date] between [Party A name], with address at [address] ("Party A"), and [Party B name], with address at [address] ("Party B"). Each party may disclose information (as "Discloser") and receive information (as "Recipient").
1. Purpose
The parties will share information to [purpose, for example evaluate a joint product for the hospitality market] (the "Purpose").
2. Confidential Information
"Confidential Information" means non-public information one party discloses to the other for the Purpose, in any form, that is marked confidential or that a reasonable person would treat as confidential. It includes technical data, product plans, customer information, prices, financial information and the existence and terms of the parties’ discussions.
3. Exclusions
Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient knew before disclosure, (c) the Recipient receives from a third party without restriction, or (d) the Recipient develops independently.
4. Mutual obligations
Each Recipient will use the other party’s Confidential Information only for the Purpose, will protect it with at least reasonable care and will share it only with its employees, advisors and affiliates who need to know it and are bound by duties at least as strict as these.
5. No obligation to proceed
Neither party is required to share any particular information or to enter into any further agreement. Either party may end the discussions at any time by written notice.
6. Required disclosure
A Recipient required by law or court order to disclose Confidential Information will give prompt notice, where legally allowed, and disclose only what is required.
7. Return or destruction
On written request, each Recipient will return or destroy the other party’s Confidential Information within [10] days and confirm it in writing.
8. Term
This Agreement covers disclosures made during [1] year from the date above. Each party’s duties last [3] years after the last disclosure. Trade secrets stay protected for as long as they remain trade secrets.
9. No license and no warranty
All Confidential Information stays the property of the Discloser. It is shared "as is", without warranty of accuracy or completeness.
10. Whistleblower immunity notice
Under 18 U.S.C. 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit. An individual who sues an employer for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding if the document is filed under seal and is not disclosed except by court order.
11. General terms
Each party may seek an injunction to stop a breach. This Agreement is governed by the laws of [state], is the entire agreement on its subject and may be signed electronically, with the same effect as a handwritten signature.
PARTY A Signature: ______________________ Name: [full name] Title: [title] Date: [date] | PARTY B Signature: ______________________ Name: [full name] Title: [title] Date: [date] |