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Mutual Non-Disclosure Agreement Template

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MUTUAL NON-DISCLOSURE AGREEMENT

THIS non-disclosure agreement (“AGREEMENT”), effective as of _______________, 20___,

made

between

___________________________________

(“Inventor”)

and

______________________________________________ (“Second Party”).

WHEREAS, Inventor and Second Party possess certain information, data, prototypes, and

experience relating specifically to ______________________________________ technology

(“Discloser Information”); and

WHEREAS, Inventor and Second Party wish to exchange information for the sole purpose of

enabling internal testing, assessment, consideration, or evaluation of technology and discuss

possible collaborative efforts (“Disclosure Purpose”).

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties

agree as follows:

The phrase “Confidential Information” means all Discloser Information supplied by

either party in written form prominently marked “Confidential,” but specifically does

NOT include any Discloser Information which:

Is on the effective date hereof, or hereafter becomes, part of the public domain; or

At the time of its receipt was already known; or

Comes into either party’s possession from a third party having the right to so

disclose; or

Has been or becomes disclosed by a third party on a non-confidential basis; or

Is required to be disclosed by a court of competent jurisdiction.

Each party shall use reasonable diligence to prevent the unauthorized disclosure of any

Confidential Information; provided however, that either party shall not be liable for

inadvertent disclosure where reasonable care, commensurate with that which is

customarily exercised with respect to its own confidential information, has been taken to

prevent such disclosure.

The Confidential Information shall be delivered, and the disclosure hereunder completed,

within 30 days of the effective date hereof (or longer, if the parties agree).

Each party agrees not to disclose or use the Confidential Information, (other than for the

Disclosure Purpose) for a period of

year(s) from the effective date hereof.

Each party agrees to return all Confidential Information submitted upon demand. If

either party desires to manufacture or sell such Confidential Information, a separate

license must be negotiated with the other party.

Mutual Non-Disclosure Agreement Template

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