Mutual MNDA Agreement

MUTUAL MNDA AGREEMENT

This Mutual MNDA Agreement (the "Agreement") is made and entered into as of , by and between Party A: , a organized under the laws of , with a principal place of business at ; and Party B: , a organized under the laws of , with a principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, each Party possesses certain confidential technical, commercial and business information that may be disclosed to the other Party in connection with discussions concerning a potential business relationship or transaction (the "Purpose"); and

WHEREAS, the Parties wish to protect the confidentiality of such information in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all 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 information, product designs, trade secrets, customer lists, technical data, prototypes, software, drawings, formulas, and analyses.

1.2 "Disclosing Party" means a Party disclosing Confidential Information. "Receiving Party" means the Party receiving Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall (a) hold in confidence and not disclose any Confidential Information to any third party except as expressly permitted by this Agreement; (b) use the Confidential Information solely for the Purpose; and (c) take all reasonable measures to protect the confidentiality of such Confidential Information, which shall in no event be less than those measures the Receiving Party uses to protect its own confidential information of similar importance.

2.2 The Receiving Party shall restrict disclosure of Confidential Information to those of its employees, officers, directors, contractors, or professional advisors who have a need to know for the Purpose and who are bound by obligations of confidentiality no less stringent than those set forth herein.

3. EXCLUSIONS

3.1 Confidential Information does not include information that the Receiving Party can demonstrate by competent written evidence: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without an obligation of confidentiality; (c) was received by the Receiving Party from a third party without restriction and without breach of any obligation to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

4. PERMITTED DISCLOSURES

4.1 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (unless prohibited by law) to permit the Disclosing Party to seek a protective order or other appropriate remedy and cooperates with any reasonable request of the Disclosing Party in seeking such remedy.

5. TERM

5.1 This Agreement shall commence on the Effective Date set forth above and shall continue in effect for a period of months (the "Term"), unless earlier terminated as provided herein.

5.2 Notwithstanding termination or expiration of this Agreement, the Receiving Party's obligations with respect to Confidential Information disclosed during the Term shall survive for a period of years following the date of disclosure, except for trade secrets, for which obligations shall survive for so long as such information qualifies as a trade secret under applicable law.

6. RETURN OR DESTRUCTION

Upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all tangible materials containing Confidential Information and, within thirty (30) days, provide a written certification that such materials have been returned or destroyed; provided, however, that the Receiving Party may retain copies required to be retained for legal, regulatory, or internal compliance purposes so long as such retained copies remain subject to the confidentiality obligations of this Agreement.

7. REMEDIES

The Parties acknowledge that a breach of this Agreement will cause irreparable harm for which monetary damages may be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach of this Agreement without the requirement to post a bond.

8. NO LICENSE; NO OBLIGATION

8.1 Nothing in this Agreement grants any license, by implication, estoppel, or otherwise, under any patent, trademark, copyright, trade secret, or other intellectual property right of either Party.

8.2 Neither Party is obligated under this Agreement to enter into any further agreement or business relationship, and neither Party shall be bound in any way unless and until a separate definitive agreement is executed by the Parties.

9. REPRESENTATIONS

Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that execution and delivery of this Agreement and performance of its obligations hereunder have been duly authorized, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

10. NOTICES

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), sent by nationally recognized overnight courier, or sent by electronic mail with confirmation of transmission to the addresses set forth above or such other address as either Party may designate by notice.

11. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercises of such right.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute, valid provision that most nearly effects the Parties' intent in entering into this Agreement.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, discussions, and understandings, whether written or oral, relating to such subject matter.

14. GOVERNING LAW

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

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed binding.

16. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. The Parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

Sign Now