Mutual Non-Disclosure Agreement

Purpose

This mutual agreement supports consulting, advisory services, technology demonstrations, business strategy, joint ventures, partnership discussions, investor meetings, vendor negotiations, product previews, beta testing, and client engagements.

Definition of confidential information

Confidential information means non-public information disclosed by either party in any form that is designated as confidential or that a reasonable person would understand to be confidential, including methodologies, frameworks, roadmaps, pricing, customer information, source code, prompts, and business plans.

Permitted use

Each party may use the other's confidential information solely to evaluate or perform the contemplated relationship, and may disclose it only to employees, advisors, and contractors with a need to know who are bound by comparable obligations.

Exclusions

• Information already lawfully known without obligation of confidence
• Information that becomes public through no fault of the receiving party
• Information independently developed without use of the disclosing party's information
• Information rightfully received from a third party without restriction
• Disclosure compelled by law, provided prompt notice is given where permitted

Protection measures

Each party will protect the other's confidential information using at least reasonable care and no less protection than it applies to its own confidential information of similar importance.

Duration

Confidentiality obligations continue for three years from disclosure, and indefinitely for trade secrets for as long as they remain trade secrets. [Duration placeholder — to be confirmed by counsel.]

Return or destruction

On written request, the receiving party will return or destroy confidential materials and certify destruction, except for archival backups and records required by law.

Equitable remedies

Unauthorized disclosure may cause irreparable harm for which monetary damages are inadequate; the disclosing party may seek injunctive relief in addition to other remedies.

No transfer of intellectual property

No license or ownership interest in any intellectual property is transferred by this agreement. All rights remain with the disclosing party.

Governing law

This agreement is governed by the laws of [governing law placeholder], and the parties consent to venue in the courts of that jurisdiction.

Changes to this document

We may update this document as our services, technology, and legal obligations evolve. Material changes are published with a new version number, an updated effective date, and a summary of changes in the version history below.

Continued use of our websites, products, services, experiences, or communities after an update takes effect constitutes acceptance of the current version.

Contact

Questions about this Mutual Non-Disclosure Agreement may be sent to our legal and compliance contact through the contact form on this site. Please reference the document title and version number.

• Legal & compliance requests: use the Contact Legal link on this page
• Privacy and data rights requests: see the Consumer Privacy Rights policy
• Accessibility accommodations: see the Accessibility Statement

Review notice

This document is a high-quality draft template prepared for review. It is not legal advice and no guarantee of compliance is made or implied. Final responsibility for legal sufficiency rests with the organization's licensed legal counsel.