A two-way NDA for when both sides will share confidential information — early partnership talks, vendor evaluations, or joint pitches.
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这是一份通用免费模板，正文为英文，不构成法律意见。请填写占位内容，并建议在正式使用前请律师审阅。
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date], by and between [Party A Name], located at [Party A Address] ("Party A"), and [Party B Name], located at [Party B Address] ("Party B"), each individually a "Party" and together the "Parties."
The Parties wish to explore a potential business relationship in connection with [Purpose of Discussion] (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.
"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether oral, written, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure — including business plans, financial information, customer lists, product designs, and technical data.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party without the Disclosing Party’s prior written consent; (c) use it solely to evaluate or pursue the Purpose; and (d) protect it with at least the same degree of care it uses for its own confidential information, and in no case less than a reasonable degree of care.
This Agreement remains in effect for [Term, e.g. 2 years] from the Effective Date. The confidentiality obligations survive for [Survival Period, e.g. 3 years] after termination or expiration of this Agreement.
Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.
Nothing in this Agreement grants either Party any rights to the other Party’s Confidential Information other than as expressly set forth herein.
This Agreement is governed by the laws of the State of [State / Jurisdiction], without regard to its conflict-of-laws principles.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Party A Signature: _______________________ Name: _______________________ Date: _______________
Party B Signature: _______________________ Name: _______________________ Date: _______________