Mutual Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into on this 17 July 2026 (the "Effective Date"), by and between:
1. Acme Corporation, a Private Limited Company, having its principal place of business/residence at 123 Innovation Drive, Silicon Valley, CA 94025 (hereinafter referred to as "Party One").
AND
2. Jane Doe, an Individual Consultant, having its principal place of business/residence at 456 Tech Lane, San Francisco, CA 94107 (hereinafter referred to as "Party Two").
Party One and Party Two may collectively be referred to as the "Parties" and individually as a "Party".
1. Purpose
The Parties wish to explore a potential business relationship in connection with discussing a potential business partnership regarding software development (the "Purpose"). In connection with the Purpose, each Party may disclose certain Confidential Information to the other Party.
2. Definition of Confidential Information
"Confidential Information" means any and all technical and non-technical information disclosed by the Disclosing Party to the Receiving Party, which may include without limitation: trade secrets, business plans, software, source code, financial data, customer lists, pricing, and operational methods, whether disclosed orally, in writing, or by inspection of tangible objects.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
- Hold the Confidential Information in strict confidence and take reasonable precautions to protect it.
- Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Use the Confidential Information solely for the Purpose described above.
- Restrict access to the Confidential Information to those of its employees, agents, or advisors who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
4. Exclusions
The obligations of confidentiality shall not apply to information that: (a) was known to the Receiving Party without restriction prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.
5. Term and Duration
The obligations of confidentiality under this Agreement shall survive and continue for a period of 2 (two) years from the date of disclosure of the Confidential Information. Either Party may terminate this Agreement by providing written notice to the other, but the confidentiality obligations shall survive such termination.
6. Return of Materials
Upon written request from the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information and all copies thereof.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of California.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.
For: Acme Corporation
Authorized Signature
Name:
Title:
Date:
For: Jane Doe
Authorized Signature
Name:
Title:
Date: