Mutual NDA (Non-Disclosure Agreement)
The Mutual NDA (Non-Disclosure Agreement) is a balanced, lawyer-vetted agreement for two parties to protect confidential information, using a plain-language, modular structure designed to simplify negotiation and adoption. It is part of OLL’s widely trusted library of open, lawyer-vetted standard agreements.
Mutual NDA (Non-Disclosure Agreement) (Version 1.0)
Cover Page
By executing this Cover Page, the parties enter into the Mutual NDA (Version 1.0).
Key Terms | |
Purpose | [nda purpose] |
Effective Date | [effective date] |
Term of NDA | [nda term] |
Confidentiality Period | [confidentiality period] |
Governing Law | [governing law] |
Courts | [chosen courts] |
Additional Terms |
The following additions to or modifications of the Mutual NDA are agreed by the parties and control in the event of any conflicts: |
[additions or modifications] |
Signatures | |
Agreed to as of the Effective Date by each party’s authorized representative: | |
Party Name: [party 1 name] | Party Name: [party 2 name] |
Standard Terms
Introduction. This Mutual Non-Disclosure Agreement (“NDA”) is designed to allow each party (“Discloser”) to disclose its Confidential Information to the other party (“Recipient”). To use this NDA, the parties complete and sign a Cover Page or other compatible addendum incorporating this NDA (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given on the Cover Page or below.
Confidential Information. “Confidential Information” means information (including technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions or know-how) disclosed by or on behalf of Discloser to Recipient in connection with the Purpose, in any form, which (a) Discloser identifies to Recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page.
Use and Protection of Confidential Information. Recipient will: (a) use Confidential Information only for the Purpose, (b) not disclose Confidential Information to third parties without Discloser’s prior approval, except pursuant to Section 5 (Permitted Disclosures), (c) protect Confidential Information using at least the same precautions Recipient uses for its own similar information and no less than a reasonable standard of care, (d) not remove proprietary markings from Confidential Information or reverse engineer technology provided as Confidential Information and (e) not export Confidential Information or any direct product of Confidential Information in violation of export laws.
Exceptions. Recipient’s obligations in this NDA do not apply to information that it can document: (a) is or becomes publicly available through no fault of Recipient, (b) it rightfully knew or possessed prior to receipt from Discloser without confidentiality restrictions, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.
Permitted Disclosures.
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