Mutual Confidentiality Agreement Template

Mutual Confidentiality Agreement
This Mutual Confidentiality Agreement (this “Agreement”), effective as of the

later of the two dates appearing on the signature page below (the “Effective Date”), is
between ______________________________________________________________
_________________________________________________ (“_______________”), and
______________________________________________________________________
___________________________________ (“_______________”), regarding a potential
strategic relationship (the “Relationship”). This Agreement refers to _______________
and _______________ collectively as the “Parties” and each, individually, a “Party”
WHEREAS, the Parties wish to discuss the possibility of a mutually beneficial
business arrangement (the “Purpose”).
WHEREAS, the Parties must share certain information that is non-public
proprietary or confidential to carry out the Purpose.
WHEREAS, the Parties acknowledge that the benefit of receiving such
information shall be sufficient basis for entering into this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and
conditions set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. In connection with the Purpose, either party (“Disclosing Party”) may

disclose Confidential Information (as defined below) to the other party (“Recipient”).
Recipient shall use the Confidential Information solely for the Purpose and, subject to
Section 4 below, shall not disclose such Confidential Information other than to its
employees, contractors, officers, directors, attorneys, accountants, and financial
advisors (collectively, “Representatives”) who: (a) need access to such Confidential
Information for the Purpose; (b) are informed of its confidential nature; and (c) are
bound by confidentiality obligations no less protective of the Confidential Information
than the terms contained herein. Recipient shall safeguard the Confidential Information
from unauthorized use, access, or disclosure using no less than a commercially
reasonable degree of care. Recipient will be responsible for any breach of this
Agreement caused by its Representatives. Recipient agrees to notify Disclosing Party in
writing of any misuse or misappropriation of the Confidential Information of Disclosing
Party that may come to Recipient’s attention.
2. “Confidential Information” means all non-public proprietary or

confidential information of Disclosing Party, in oral, visual, written, electronic, or other
tangible or intangible form, whether or not marked or designated as “confidential,” that
contain any of the following:
(a) all information concerning the past, present and future business
affairs of the Disclosing Party and its affiliates and of their customers, suppliers
and other third parties, including, without limitation, finances, customer
information, supplier information, products, services, organizational structure
and internal practices, forecasts, sales and other financial results, records and
budgets, and business, marketing, development, sales and other commercial
strategies;
(b) the Disclosing Party’s unpatented inventions, ideas, methods and

discoveries, trade secrets, know-how, unpublished patent applications and other
confidential intellectual property;
(c) all designs, specifications, documentation, components, source

code, object code, images, icons, audiovisual components and objects,
schematics, drawings, protocols, processes, and other visual depictions, in whole
or in part, of any of the foregoing;
(d) any third-party confidential information included with, or

incorporated in, any information provided by the Disclosing Party to the
Recipient or its Representatives; and
(e) all notes, analyses, compilations, reports, forecasts, studies,

samples, data, statistics, summaries, interpretations and other materials
(collectively, the “Notes”) prepared by or for the Recipient or its Representatives
that contain, are based on, or otherwise reflect or are derived from, in whole or
in part, any of the foregoing.
3. Except as required by applicable federal, state or local law or regulation,

Confidential Information shall not include information that:
(a) is or becomes generally available to the public other than as a

result of Recipient’s or its Representatives’ breach of this Agreement;
(b) is obtained by Recipient or its Representatives on a non-

confidential basis from a third-party that was not legally or contractually
restricted from disclosing such information;
(c) was in Recipient’s or its Representatives’ possession prior to

Disclosing Party’s disclosure hereunder; or
(d) was or is independently developed by Recipient or its

Representatives without using any Confidential Information.
4. If Recipient or any of its Representatives is required by applicable law or a

valid legal order to disclose any Confidential Information, Recipient shall notify
Disclosing Party of such requirements so that Disclosing Party may seek, at Disclosing
Party’s expense, a protective order or other remedy, and Recipient shall reasonably
assist Disclosing Party therewith. If Recipient remains legally compelled to make such
disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is
required to disclose; and (b) use reasonable efforts to ensure that such Confidential
Information is afforded confidential treatment.
5. On Disclosing Party’s request, Recipient shall, at Disclosing Party’s

discretion, promptly return to Disclosing Party or destroy all Confidential Information in
its and its Representatives’ possession other than Notes, and destroy all Notes;
provided, however, that Recipient may retain copies of Confidential Information that
are stored on Recipient’s IT backup and disaster recovery systems until the ordinary
course of deletion thereof. Recipient shall continue to be bound by the terms and
conditions of this Agreement with respect to such retained Confidential Information.
6. This Agreement imposes no obligation on either party to disclose any

Confidential Information or to negotiate for, enter into, or otherwise pursue the
Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as
to the accuracy or completeness of the Confidential Information, and will have no
liability to Recipient or any other person relating to Recipient’s use of any of the
Confidential Information or any errors therein or omissions therefrom.
7. Disclosing Party retains its entire right, title, and interest in and to all
Confidential Information, and no disclosure of Confidential Information hereunder will
be construed as a license, assignment, or other transfer of any such right, title, and
interest to Recipient or any other person.
8. The rights and obligations of the Parties under this Agreement expire
three years after the Effective Date; provided that with respect to Confidential
Information that constitutes a trade secret under applicable law, such rights and
obligations will survive such expiration until, if ever, such Confidential Information loses
its trade secret protection other than due to an act or omission of Recipient or its
Representatives.
9. Recipient acknowledges and agrees that any breach of this Agreement

will cause irreparable harm and injury to Disclosing Party for which money damages
would be an inadequate remedy and that, in addition to remedies at law, Disclosing
Party is entitled to equitable relief as a remedy for any such breach. Recipient waives
any claim or defense that Disclosing Party has an adequate remedy at law in any such
proceeding. Nothing herein shall limit the equitable or available remedies at law for
Disclosing Party.
10. The laws of ____________________ shall govern this Agreement and all
matters relating to it, including its construction, without regard to any conflict of laws
provisions. A party wishing to institute any legal suit, action, or proceeding relating to
this Agreement must do so in a(n) ____________________ court. Each Party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding.
11. All notices must be in writing and may either be sent prepaid by
nationally recognized courier, or via certified or registered mail, return receipt
requested, to the relevant party at the address set forth in the preamble, or to the email
address appearing beneath each Party’s authorized signature, below. All notices are
effective upon actual receipt.
12. This Agreement constitutes the entire agreement of the Parties with
respect to its subject matter, and supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, whether written or oral,
with respect to such subject matter. This Agreement may only be amended, modified,
waived, or supplemented by another agreement in writing signed by both parties.
13. The individuals signing this Agreement represent and warrant that:
(a) they are duly authorized and have legal capacity to execute and
deliver this Agreement on behalf of themselves and the Party they represent;
and
(b) this Agreement is a valid and legal agreement binding on such

Party and enforceable in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of

the Effective Date hereof.
_________________________________ _________________________________
By: ___________________________ By: ___________________________

Date: ___________________________ Date: ___________________________
Name: ___________________________ Name: ___________________________
Title: ___________________________ Title: ___________________________
Email: ___________________________ Email: ___________________________

Mutual Confidentiality Agreement Template

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Mutual Confidentiality Agreement

This Mutual Confidentiality Agreement (this “Agreement”), effective as of the

1. In connection with the Purpose, either party (“Disclosing Party”) may

2. “Confidential Information” means all non-public proprietary or

(b) the Disclosing Party’s unpatented inventions, ideas, methods and

(c) all designs, specifications, documentation, components, source

(d) any third-party confidential information included with, or

(e) all notes, analyses, compilations, reports, forecasts, studies,

3. Except as required by applicable federal, state or local law or regulation,

(a) is or becomes generally available to the public other than as a

(b) is obtained by Recipient or its Representatives on a non-

(c) was in Recipient’s or its Representatives’ possession prior to

(d) was or is independently developed by Recipient or its

4. If Recipient or any of its Representatives is required by applicable law or a

5. On Disclosing Party’s request, Recipient shall, at Disclosing Party’s

6. This Agreement imposes no obligation on either party to disclose any

9. Recipient acknowledges and agrees that any breach of this Agreement

(b) this Agreement is a valid and legal agreement binding on such

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of

By: ___________________________ By: ___________________________

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