# 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 |