Mutual Non-Disclosure Agreement printable pdf download

THIS MUTUAL NON-DISCLOSURE AGREEMENT IS A SAMPLE PROVIDED FOR YOUR

INFORMATION ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE. THIS AGREEMENT

MIGHT NOT BE APPROPRIATE FOR YOUR REQUIREMENTS.

MAKES NO

WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE AGREEMENT AND ACCEPTS NO

LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT. PLEASE CONSULT YOUR LEGAL

OR BUSINESS ADVISOR FOR FURTHER INFORMATION OR ADVICE.

Mutual Non-Disclosure Agreement

Each undersigned party (the "Receiving Party") understands and acknowledges that the other

party (the "Disclosing Party") has disclosed or may disclose information relating to the

development of certain ideas which to the extent previously, presently, or subsequently disclosed

to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing

Party.

1. Proprietary Information. If Proprietary Information is in written form, the Disclosing Party

shall label or stamp the materials with the word “Confidential” or some similar warning. If

Proprietary Information is transmitted orally, the Disclosing Party shall promptly provide a

writing indicating that such oral communication constituted Proprietary Information.

2. Exclusions from Proprietary Information. Receiving Party’s obligations under this

Agreement do not extend to information that is: (a) publicly known at the time of disclosure or

subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or

created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the

Receiving Party through legitimate means other than from the Disclosing Party or Disclosing

Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior

written approval.

3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential

Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.

Receiving Party shall carefully restrict access to Proprietary Information to employees,

contractors and third parties as is reasonably required and shall require those persons to sign

nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall

not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit,

publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to

the detriment of Disclosing Party, any Proprietary Information. Receiving Party shall return to

Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its

possession pertaining to Proprietary Information immediately if Disclosing Party requests it in

writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination

of this Agreement and Receiving Party’s duty to hold Proprietary Information in confidence

shall remain in effect until the Proprietary Information no longer qualifies as a trade secret or

until Disclosing Party sends Receiving Party written notice releasing Receiving Party from

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MAKES NO WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE

AGREEMENT AND ACCEPTS NO LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT.

Mutual Non-Disclosure Agreement