Mutual Non-Disclosure Agreement

Skeleton only – a structural format, not legal advice. Have counsel review before signing anything binding.

Parties

Field	Party A	Party B
Legal name	[entity]	[entity]
Address
Contact

Effective date: YYYY-MM-DD

1. Purpose

The parties wish to explore [business purpose] and may share confidential information in doing so.

2. Confidential information

Information disclosed by either party that is:

• Marked confidential, or
• Reasonably understood to be confidential given its nature, including [technical / business / financial / customer information]

Exclusions – information that:

• Is or becomes public without breach
• Was already lawfully known to the recipient
• Is received from a third party without duty of confidence
• Was independently developed without use of the information
• Is required by law to be disclosed (with prompt notice where legal)

3. Obligations

The receiving party will:

• Use the information only for the Purpose
• Protect it with at least reasonable care
• Limit access to personnel bound by similar obligations
• Not reverse-engineer: [scope]

4. Term & return

• Term: N years from effective date
• Confidentiality survives: N years after termination
• On request: return or destroy all copies, certify in writing

5. No license / no obligation

Nothing grants IP rights beyond the Purpose. Neither party is obligated to proceed with any transaction.

6. Remedies

Breach may cause irreparable harm; injunctive relief is available in addition to other remedies.

7. General

Clause	Term
Governing law	[jurisdiction]
Disputes	[courts / arbitration]
Assignment	[allowed / requires consent]
Entire agreement	This NDA supersedes prior discussions

Signatures

Party A	Party B
@name, [title]	@name, [title]
Date: YYYY-MM-DD	Date: YYYY-MM-DD