Business MNDA Template

BUSINESS MNDA TEMPLATE

Parties

Recitals

WHEREAS, Party A: and Party B: desire to explore a potential business relationship involving the exchange of certain confidential and proprietary information; and

WHEREAS, the Parties recognize that successful evaluation of the proposed relationship will require the exchange of Confidential Information (as defined below) and wish to define their respective rights and obligations with respect to such Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. Scope of Work and Purpose

The Parties will share information solely for the purpose of evaluating and pursuing the following potential business opportunity: .

2. Definition of Confidential Information

"Confidential Information" means all information, whether written, oral, electronic, or other form, disclosed by or on behalf of one Party ("Disclosing Party") to the other Party ("Receiving Party"), that is either marked confidential or would reasonably be considered confidential under ordinary business practices. Confidential Information includes, without limitation, financial data, business plans, product designs, technical data, trade secrets, customer and supplier lists, pricing, and strategic information.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of any obligation of confidentiality.

4. Nondisclosure and Use Restrictions

Each Receiving Party shall: (a) hold all Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted by this Agreement; (b) use Confidential Information solely for the Purpose described above; and (c) take reasonable measures, at least as protective as those it uses to protect its own confidential information, to prevent unauthorized disclosure or use.

The Receiving Party may disclose Confidential Information to its employees, agents, advisors, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall remain responsible for any breach by such persons.

5. Return or Destruction

Upon written request of the Disclosing Party or upon termination of discussions between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all tangible materials containing Confidential Information and shall certify in writing that it has complied with this obligation, except that one archival copy may be retained solely for legal or compliance purposes subject to the confidentiality obligations herein.

6. Payment Terms

If the Parties agree that any services or deliverables will be provided in connection with the Purpose, payment terms are as follows:

7. Term and Termination

This Agreement is effective as of the Effective Date: and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least prior to the effective date of termination. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information disclosed during the Term shall survive for a period of from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

8. Remedies; Injunctive Relief

The Parties acknowledge that monetary damages may be an inadequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any actual or threatened breach without the necessity of posting bond. Such remedies shall be in addition to any other remedies available at law or in equity.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

10. Entire Agreement; Amendments

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

11. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

12. Notices

Notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a Party may designate by written notice. Notices are effective upon receipt.

Acknowledgment

The undersigned representatives certify that they are authorized to enter into this Agreement on behalf of their respective Parties and acknowledge that they have read, understand, and agree to be bound by all terms and conditions set forth herein.

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