Mutual Confidentiality Agreement

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Mutual Confidentiality Agreement

Mutual Confidentiality Agreement

RECITALS

WHEREAS, Party A and Party B (hereinafter individually referred to as “Disclosing Party” or “Receiving Party” and collectively as “the Parties”) wish to explore a potential business relationship concerning {{purpose_of_discussion}} (hereinafter referred to as “the Permitted Purpose”).

WHEREAS, in connection with the Permitted Purpose, each Party may disclose to the other certain confidential and proprietary information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any information, whether commercial, financial, technical or otherwise, which is directly or indirectly disclosed or made available by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in written, oral, visual, electronic or other tangible or intangible form, including, but not limited to: (i) business plans, strategies, marketing plans, financial projections, customer lists, pricing strategies, and operational methods; (ii) technical data, product designs, specifications, formulae, software, prototypes, discoveries, and inventions; (iii) any information marked or otherwise identified as confidential by the Disclosing Party; and (iv) any information that, by its nature or the circumstances of its disclosure, would reasonably be understood to be confidential.

Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, provided such third party is not known by the Receiving Party to be bound by a confidentiality agreement with the Disclosing Party.

2. OBLIGATIONS OF CONFIDENTIALITY

The Receiving Party undertakes to: (a) keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for the Permitted Purpose and for no other purpose; (c) exercise the same degree of care to protect the confidentiality of the Confidential Information as it exercises with its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and (d) restrict access to the Confidential Information to its employees, directors, officers, agents, and professional advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less stringent than those contained herein.

3. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the earlier of the Disclosing Party’s written request or the termination of the Permitted Purpose, the Receiving Party shall, at the Disclosing Party’s sole option, promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) disclosed under this Agreement, whether in tangible or intangible form. The Receiving Party shall thereafter certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed, as applicable. Notwithstanding the foregoing, the Receiving Party may retain one copy of the Confidential Information for archival purposes solely to comply with its legal and regulatory obligations, subject to the continuing confidentiality obligations hereunder.

4. TERM

This Agreement shall commence on the date of execution by both Parties and shall continue in full force and effect for a period of {{term_duration}} from the Effective Date, or until the Permitted Purpose is concluded, whichever is later. Notwithstanding the foregoing, the obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of {{survival_period}}.

5. REMEDIES

The Parties acknowledge that unauthorised disclosure or use of the Confidential Information would cause the Disclosing Party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent actual or threatened breaches of this Agreement, without the necessity of posting a bond or other security.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country_of_jurisdiction}}. The Parties irrevocably agree that the courts of {{country_of_jurisdiction}} shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions between the Parties, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

8. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Mutual Confidentiality Agreement as of the Effective Date.

FOR AND ON BEHALF OF [Party A Company Name]:

_____________________________

Name: {{party_a_signatory_name}}

Title: {{party_a_signatory_title}}

Date: {{party_a_signature_date}}

FOR AND ON BEHALF OF [Party B Company Name]:

_____________________________

Name: {{party_b_signatory_name}}

Title: {{party_b_signatory_title}}

Date: {{party_b_signature_date}}