Business MNDA Agreement

Business MNDA Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of by and between Party A Name: , with primary address at , and Party B Name: , with primary address at .

WHEREAS

WHEREAS, each party possesses certain confidential and proprietary information that it may disclose to the other party in connection with their discussions and potential business relationship; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to such confidential information and to protect the confidentiality thereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

"Confidential Information" means any non-public information disclosed by a Disclosing Party to the Receiving Party, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, product designs, specifications, trade secrets, customer lists, pricing, marketing plans and technical data.

2. Scope of Work

3. Exclusions

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by contemporaneous written records; (c) is received from a third party who did not acquire or disclose such information by a wrongful act; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

4. Non-Disclosure and Use

Each Receiving Party shall: (a) hold and maintain the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the purpose set forth in Section 2; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.

5. Payment Terms

Failure to pay amounts when due shall entitle the non-breaching party to suspend performance and to recover all reasonable costs of collection, including attorneys' fees, in addition to any late fees specified above.

6. Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement upon written notice to the other Party given at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination, including obligations to return or destroy Confidential Information.

7. Return or Destruction

Upon termination or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and shall, at the Disclosing Party's option, certify in writing that such materials have been destroyed, except that the Receiving Party may retain one archival copy solely for compliance purposes subject to the confidentiality obligations of this Agreement.

8. Remedies

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable relief without the requirement of posting bond in addition to any other remedies available at law or in equity.

9. No License; No Warranty

Nothing in this Agreement grants any license or other rights under any patent, trademark, copyright or other intellectual property right. All Confidential Information is provided "AS IS" and neither party makes any warranty as to its accuracy or completeness.

10. Governing Law

The parties submit to the exclusive jurisdiction of the courts located in the state specified above for any dispute arising out of or in connection with this Agreement, and waive any objection to venue or inconvenient forum.

11. Notices

All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may provide by written notice in accordance with this Section.

12. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Confidential Information and supersedes all prior and contemporaneous agreements and understandings. This Agreement may be amended only by a writing signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of its business by merger or sale of assets, provided that such successor agrees to be bound by the obligations of this Agreement.

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