This document is a Mutual Non-Disclosure Agreement (MNDA) designed to allow two parties to share confidential information for the purpose of evaluating a potential business relationship. It outlines the conditions under which confidential information can be disclosed and protected, including defining what constitutes confidential information, the obligations of the receiving party, exceptions to confidentiality, and the process for termination and returning or destroying confidential information. The agreement is governed by the laws of a specified state and requires the parties to submit to the jurisdiction of relevant state or federal courts. The MNDA also asserts the proprietary rights of the disclosing party over their information and includes disclaimers and general provisions about the agreement's enforceability, amendment procedures, and assignment rights. The document provides a framework to securely exchange confidential information and protect trade secrets during preliminary business discussions.