Mutual Non-Disclosure Agreement (NDA) (US) by Common Paper
The Common Paper Mutual Non-Disclosure Agreement (MNDA) is a balanced, plain-language contract for protecting confidential information exchanged between parties exploring potential business opportunities or partnerships. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
Mutual Non-Disclosure Agreement (MNDA)
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 (“Standard Terms”) posted at commonpaper.com/standards/mutual-nda/1.0. 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 | [purpose of disclosure] |
Effective Date | [effective date] |
MNDA Term | [ ] Expires [mnda period] from Effective Date. [ ] Continues until terminated in accordance with the terms of the MNDA. |
Term of Confidentiality | [ ] [confidentiality period] from the Effective Date, but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws. [ ] In perpetuity. |
Governing Law | The laws of the State of [governing law state]. |
Jurisdiction | The state and federal courts located in [court location]. |
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 | [party 1 signatory print name] | [party 2 signatory print name] |
Title | [party 1 signatory title] | [party 2 signatory title] |
Company | [party 1 company name] | [party 2 company name] |
Notice Address | [party 1 notice address] | [party 2 notice address] |
Date | [party 1 signature date] | [party 2 signature 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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