Mutual Non-Disclosure Agreement

This Agreement is made on [Date] between [Party A Name] ("Party A") and [Party B Name] ("Party B"), together the "Parties."

1. Purpose

The Parties wish to discuss [Purpose of Discussion, e.g. a potential business relationship] (the "Purpose") and may disclose confidential information to each other in connection with it.

2. Confidential Information

"Confidential Information" means any non-public business, technical, or financial information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral, written, or in any other form, that is designated confidential or that a reasonable person would understand to be confidential given its nature.

3. Obligations

The Receiving Party agrees to:

• Use the Confidential Information only for the Purpose;
• Protect it with at least the same care used for its own confidential information, and no less than reasonable care;
• Not disclose it to any third party without the Disclosing Party's prior written consent, except to employees or advisors who need to know it for the Purpose and are bound by similar confidentiality obligations.

4. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order (with prompt notice to the Disclosing Party where legally permitted).

5. Term

This Agreement's confidentiality obligations remain in effect for [Term, e.g. 2 years] from the date of disclosure, or until the information no longer qualifies as confidential under Section 4.

6. No License

Nothing in this Agreement grants either Party any rights to the other's intellectual property beyond what's needed for the Purpose.

7. Governing Law

This Agreement is governed by the laws of [State/Country], without regard to conflict-of-laws principles.

Party A: ______________________ Date: ____________ Party B: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Consult a licensed attorney before relying on it.*