Mutual Non-Disclosure Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”) By and Between:

{{Company_A_Name}}, a company incorporated under the laws of {{Jurisdiction_A}}, with its principal place of business at {{Company_A_Address}} (hereinafter referred to as “Party A”);

AND

{{Company_B_Name}}, a company incorporated under the laws of {{Jurisdiction_B}}, with its principal place of business at {{Company_B_Address}} (hereinafter referred to as “Party B”).

Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Parties wish to explore a potential business relationship concerning {{purpose_of_discussion}} (the “Purpose”);

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

WHEREAS, the Parties desire to protect such confidential information in accordance with the terms and conditions of this Agreement.

1. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means any and all technical, scientific, commercial, financial, business, operational or other information, whether written, oral, electronic or in any other form, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with the Purpose, including, but not limited to, trade secrets, know-how, designs, specifications, drawings, data, prototypes, computer programs, software, models, samples, marketing plans, business plans, financial projections, customer lists, supplier lists, and any other information marked or designated as confidential or which, by its nature, 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 in the Receiving Party’s possession prior to disclosure by the Disclosing Party, without breach of any obligation of confidentiality;

c) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement;

d) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or

e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party prior to such disclosure to allow the Disclosing Party to seek a protective order or other appropriate remedy.

2. OBLIGATIONS OF CONFIDENTIALITY

The Receiving Party agrees to:

a) Use the Confidential Information solely for the Purpose;

b) Maintain the Confidential Information in strict confidence and prevent its unauthorised disclosure;

c) Disclose the Confidential Information only to its employees, officers, directors, agents, or professional advisors who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and

d) Exercise the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_length_years}} ({{term_length_years_word}}) years. The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of {{survival_period_years}} ({{survival_period_years_word}}) years.

4. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party’s written request, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party’s option, destroy all Confidential Information (including all copies thereof) received from the Disclosing Party, and certify in writing to the Disclosing Party that such return or destruction has been completed.

5. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Jurisdiction}}, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{Arbitration_Institution}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{Arbitration_City}}, {{Arbitration_Country}}. The language of the arbitration shall be English.

6. GENERAL PROVISIONS

a) Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

b) Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

c) Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

d) Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

e) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

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

FOR AND ON BEHALF OF {{Company_A_Name}}

_____________________________

Name: {{Signatory_A_Name}}

Title: {{Signatory_A_Title}}

Date: {{Signatory_A_Date}}

FOR AND ON BEHALF OF {{Company_B_Name}}

_____________________________

Name: {{Signatory_B_Name}}

Title: {{Signatory_B_Title}}

Date: {{Signatory_B_Date}}