THIS MUTUAL NON-DISCLOSURE AGREEMENT (The "Agreement") Made This

MUTUAL NON-DISCLOSURE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) made this
day of , 20 (the “Effective Date”) by and between
a corporation, and
a corporation,
(collectively, the “Parties” and each individually a “Party”).
The Parties are exploring the possibility of engaging in one or more mutually beneficial
business relationships (collectively, the “Business Relationship”). The Parties recognize that in the
course of their discussions to further the Business Relationship, it will be necessary for each Party to
disclose to the other certain Confidential Information (as defined below). Each Party desires to set
forth the terms that apply to such Confidential Information.
NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants
set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties do hereby agree as follows:
1. The Parties shall (i) use reasonable efforts to maintain the confidentiality of the
information and materials, whether oral, written or in any form whatsoever, of the other that may be
reasonably understood, from legends, the nature of such information itself and/or the circumstances
of such information’s disclosure, to be confidential and/or proprietary thereto or to third parties to
which either of them owes a duty of nondisclosure (collectively, “Confidential Information”); (ii) take
reasonable action in connection therewith, including without limitation at least the action that each
takes to protect the confidentiality of its comparable proprietary assets; (iii) to the extent within their
respective possession and/or control, upon termination of this Agreement for any reason,
immediately return to the provider thereof all Confidential Information not licensed or authorized to
be used or enjoyed after termination or expiration hereof, and (iv) with respect to any person to
which disclosure is contemplated, require such person to execute an agreement providing for the
treatment of Confidential Information set forth in clauses (i) through (iii). The foregoing shall not
require separate written agreements with employees and agents already subject to written
agreements substantially conforming to the requirements of this Section nor with legal counsel,
certified public accountants, or other professional advisers under a professional obligation to
maintain the confidences of clients.
2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality

of any information or materials shall terminate as to any information or materials which: (i) are, or
become, public knowledge through no act or failure to act of such person; (ii) are publicly disclosed
by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such
person from a third party after reasonable inquiry regarding the authority of such third party to
possess and divulge the same; (iv) are independently developed by such person from sources or
through persons that such person can demonstrate had no access to Confidential Information; or (v)
are lawfully known by such person at the time of disclosure other than by reason of discussions with
or disclosures by the Parties.
3. All Confidential Information delivered pursuant to this Agreement shall be and remain
the property of the disclosing Party, and any documents containing or reflecting the Confidential
Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written
request, or destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting
or conferring any rights by license or otherwise, express or implied, regarding any idea made,
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conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the
use or marketing of any product or service. The Parties shall use the Confidential Information only
for the Business Relationship.
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The obligations of the Parties under this Agreement shall continue and survive the completion or
abandonment of the Business Relationship and shall remain binding for a period of two (2) years
from the Effective Date.
4. As a violation by either Party of this Agreement could cause irreparable injury to the
other Party and as there is no adequate remedy at law for such violation, the non-breaching Party
may, in addition to any other remedies available to it at law or in equity, enjoin the breaching Party in
a court of equity for violating or threatening to violate this Agreement. In the event either Party is
required to enforce this Agreement through legal action, then it will be entitled to recover from the
other Party all costs incurred thereby, including without limitation, reasonable attorney’s fees.
5. Neither Party makes any representation or warranty with respect to any Confidential
Information disclosed by it, nor shall either Party or any of their respective representatives have any
liability hereunder with respect to the accuracy or completeness of any Confidential Information or
the use thereof.
6. Any provision of this Agreement held or determined by a court (or other legal
authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be
deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or
determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or
(ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b)
effective on the first business day following the date of receipt, and (c) delivered by one of the
following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier
service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested,
postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated
at the outset of this Agreement, or to new or additional addresses as the Parties may be advised in
writing.
8. This Agreement is to be governed by and construed in accordance with the laws of

the state of . Neither Party shall be deemed to waive any of its rights, powers or
remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is
binding upon and inure to the benefit of the Parties and their successor and assigns.
9. This Agreement constitutes the entire agreement and understanding of the Parties
with respect to the subject matter hereof, and is intended as the Parties’ final expression and
complete and exclusive statement of the terms thereof, superseding all prior or contemporaneous
agreements, representations, promises and understandings, whether written or oral. Neither Party is
to be bound by any pre-printed terms appearing in the other Party’s form documents, tariffs,
purchase orders, quotations, acknowledgments, invoices, or other instruments. This Agreement may
be amended or modified only by an instrument in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized officers on the day and year first above written.
Signature: _________________________ Signature: _______________________
Company: Company:
Printed Name: Printed Name:
Title/Role: Title/Role:
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MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) made this

day of , 20 (the “Effective Date”) by and between

(collectively, the “Parties” and each individually a “Party”).

2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality

8. This Agreement is to be governed by and construed in accordance with the laws of

Signature: ___ Signature: _

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