Non-disclosure agreement (mutual)

Template for general guidance; not legal advice. Check stamp duty and registration rules in your state. MUTUAL NON-DISCLOSURE AGREEMENT This agreement is made at Place of signing on Date of agreement between: First party: name (person or business), of First party: address (the "First Party"); and Second party: name (person or business), of Second party: address (the "Second Party"). The parties wish to share certain information with each other for the purpose of Purpose of sharing information (the "Purpose"). They agree as follows. 1. Confidential information. "Confidential information" means any business, technical or financial information that one party (the "Discloser") gives to the other (the "Receiver") for the Purpose, in writing, by email, in drawings, samples or spoken, including prices, costs, customer and supplier details, designs, formulas, processes and plans. 2. What is not confidential. Information is not confidential if the Receiver can show that it: (a) was already public, or becomes public without any fault of the Receiver; (b) was already known to the Receiver before it was shared; (c) was lawfully received from someone else who was free to share it; or (d) was developed by the Receiver independently. 3. Receiver's duties. The Receiver will: (a) use the confidential information only for the Purpose; (b) not share it with anyone except its own partners, directors, employees or advisers who need to know it for the Purpose and who are bound to keep it confidential; (c) protect it with at least the same care it uses for its own confidential information; (d) tell the Discloser promptly if it learns of any unauthorised use or disclosure. 4. Disclosure required by law. If a court or government authority requires the Receiver to disclose confidential information, the Receiver may do so, but will, where allowed, inform the Discloser first and disclose only what is required. 5. Return of information. When the Discloser asks, or when discussions end, the Receiver will return or destroy all confidential information and copies, and confirm this in writing. 6. No other rights. Sharing information does not give the Receiver any ownership or licence in it. Neither party has to enter into any further deal. 7. Period. This agreement covers information shared from the date above. The duty of confidentiality lasts for Confidentiality lasts for (years) years from the date of this agreement. 8. Remedies. If either party breaks this agreement, the other may seek an injunction (a court order to stop the breach) and compensation for loss. 9. Jurisdiction. The courts at Courts of which city will have jurisdiction over any dispute under this agreement. 10. Whole agreement. This is the whole agreement on this subject. Any change must be in writing and signed by both parties. For First party: name (person or business): ______________________ Name and designation: First party: person signing and designation For Second party: name (person or business): ______________________ Name and designation: Second party: person signing and designation Witnesses: 1. ______________________ 2. ______________________

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