Mutual Non-Disclosure Agreement by Common Paper
This Mutual Non-Disclosure Agreement (MNDA) template is designed for two parties to protect confidential information shared during an evaluation of a potential business relationship. It defines how confidential information is used, protected, and the terms for its disclosure and return. The document incorporates standard terms and allows for specific modifications to be made on a cover page.
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “MNDA”) consists of: (1) this Cover Page (“Cover Page”) and (2) the Common Paper Mutual NDA Standard Terms Version 1.0 posted at commonpaper.com/standards/mutual-nda/1.0 (“Standard Terms”). A copy of the Standard Terms is attached for convenience only. Any modifications of the Standard Terms should be made on the Cover Page, which will control over conflicts with the Standard Terms.
Purpose | [Evaluating whether to enter into a business relationship with the other party.] |
Effective Date | [Fill in: today’s date] |
MNDA Term | [ x ] Expires [1 year(s)] from Effective Date. |
Term of Confidentiality | [ x ] [1 year(s)] from [choose 1: Effective Date || the date of last disclosure], but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws. |
Governing Law | The laws of the State of [fill in state]. |
Jurisdiction | The state and federal courts located in [fill in state and/or county]. |
Changes to Standard Terms | [Fill in, if any.] |
Neither party has changed the Standard Terms, except for the details on the Cover Page above. By signing this Cover Page, each party agrees to enter into this MNDA as of the Effective Date.
PARTY 1 | PARTY 2 | |
Signature | ||
Print Name | ||
Title | ||
Company | ||
Notice Address | ||
Date |
Introduction. This Mutual Non-Disclosure Agreement (which incorporates these Standard Terms and the Cover Page (defined below)) (“MNDA”) allows each party (“Disclosing Party”) to disclose or make available information in connection with the Purpose which (1) the Disclosing Party identifies to the receiving party (“Receiving Party”) as “confidential”, “proprietary”, or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure (“Confidential Information”). Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how. To use this MNDA, the parties must complete and sign a cover page incorporating these Standard Terms (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given herein or on the Cover Page.
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