Sample Mutual Non-Disclosure Agreement printable pdf download

THIS IS A SAMPLE FORM AND NOT INTENDED AS LEGAL ADVICE.

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MUTUAL NON-DISCLOSURE AGREEMENT

It is understood and agreed to that the parties to this Agreement would each like to provide the

other with certain information that may be considered confidential. To ensure the protection of such

information and in consideration of the agreement to exchange said information, the parties agree as

follows:

1. The confidential information to be disclosed under this Agreement (”Confidential

Information”) can be described as and includes: Technical and business information relating to

proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and

services, research and development, production, costs, profit and margin information, finances and

financial projections, customers, clients, marketing, and current or future business plans and models,

regardless of whether such information is designated as “Confidential Information” at the time of its

disclosure.

In addition to the above, Confidential Information shall also include, and the parties shall have a

duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in

writing and marked as confidential (or with other similar designation) at the time of disclosure;

and/or (b) disclosed in any other manner and identified as confidential at the time of disclosure

and is also summarized and designated as confidential in a written memorandum delivered within

thirty (30) days of the disclosure.

2. The parties shall use the Confidential Information only for the purpose of evaluating potential

business relationships.

3. The parties shall limit disclosure of Confidential Information within its own organization to its

directors, officers, partners, members and/or employees having a need to know and shall not

disclose Confidential Information to any third party (whether an individual, corporation, or other

entity) without prior written consent. The parties shall satisfy its obligations under this paragraph if

it takes affirmative measures to ensure compliance with these confidentiality obligations by its

employees, agents, consultants and others who are permitted access to or use of the Confidential

Information.

4. This Agreement imposes no obligation upon the parties with respect to any Confidential

Information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge

through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of

confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the

authorization of the disclosing party; or (e) is independently developed.

5. The parties warrant that they have the right to make the disclosures under this Agreement.

6. This Agreement shall not be construed as creating, conveying, transferring, granting or

conferring upon either party any rights, license or authority in or to the information exchanged, except

the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically,

no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

Sample Mutual Non-Disclosure Agreement