Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (NDA) template is designed for two parties who anticipate exchanging confidential information during potential business discussions or evaluations. It defines what constitutes confidential information, outlines the obligations for its protection, and restricts its use and disclosure. The agreement also includes provisions regarding securities trading when in possession of material non-public information.
MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”)
is made on (the “Effective Date”) : [date]
By and between
Name: [1st company name]
Address: [1st company address]
And
[2nd company name], a [country] corporation having its principal place of business located at [address] (“[short name]”) (the parties to this Agreement may each hereafter be referred to as a “Party”, and collectively as the “Parties”).
W I T N E S S E T H:
WHEREAS, each of the Parties believes that in the course of discussing, investigating, and evaluating certain matters, each may learn or receive certain Confidential Information (as such term is defined in Section 1 below) from one another; and
WHEREAS, each of the Parties desires to ensure that such Confidential Information provided will not be used by the Party receiving such information, except as is permitted in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
For the purposes of this Agreement, the term “Confidential Information” shall refer to any information provided by one Party to the other, or which either Party learns of in the course of its dealings with the other, and shall include without limitation any data, trade secret or other information which could reasonably be expected to be proprietary and confidential to the disclosing Party or to its “Affiliates” (as defined below), and which shall specifically include but not be limited to any proposed terms of any potential business opportunities that might be discussed by or among the Parties, the fact that Confidential Information has been made available, that the Parties are considering possible activities or transactions relating to a proposed transaction or that discussions or negotiations will take, are taking or have taken place concerning a possible proposed transaction (“Activities”) or any term, condition or other fact related to possible Activities or such discussions or negotiations. Until the Parties have executed a definitive written agreement covering the Activities, neither Party shall communicate with any personnel of the other Party, except those designated by the other Party, on any matters pertaining to the Activities or Confidential Information of the other Party.
For the purposes of this definition, the term “Affiliate” shall mean (a) each person that, directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the stock having ordinary voting power in the election of directors of a Party to this Agreement, (b) each person that controls, is controlled by or is under common control with a Party to this Agreement, (c) each of the officers, directors, joint venturers and partners of a Party to this Agreement.
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