NDA Generator

MUTUAL NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (the "Agreement") is entered into as of [Date] by and between [Party A] and [Party B] (each a "Party" and together the "Parties").

1. Purpose. The Parties wish to explore [purpose of the disclosure] (the "Purpose"), in connection with which each Party may disclose to the other certain confidential and proprietary information (each disclosing Party, the "Discloser," and each receiving Party, the "Recipient").

2. Confidential Information. "Confidential Information" means any non-public information disclosed by the Discloser to the Recipient, whether orally, in writing, or in any other form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

3. Obligations. The Recipient shall (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care; and (c) not disclose it to any third party except to its employees, contractors, or advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

4. Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no breach by the Recipient; (b) was rightfully known to the Recipient without restriction before disclosure; (c) is rightfully received by the Recipient from a third party without restriction; or (d) is independently developed by the Recipient without use of or reference to the Confidential Information.

5. Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (where legally permitted) it gives the Discloser prompt written notice and reasonable cooperation to seek confidential treatment.

6. Term. This Agreement takes effect on the Effective Date and continues for 1 year(s). The Recipient's confidentiality obligations survive for 1 year(s) after the date the relevant Confidential Information is disclosed.

7. No License; Ownership. No license or other right in any Confidential Information is granted except the limited right to use it for the Purpose. All Confidential Information remains the property of the Discloser.

8. Return or Destruction. Upon the Discloser's written request, the Recipient shall promptly return or destroy all Confidential Information and all copies, and, if requested, certify such destruction in writing.

9. No Warranty. All Confidential Information is provided "AS IS," without warranty of any kind, express or implied.

10. Governing Law. This Agreement is governed by the laws of the State of [State], without regard to its conflict-of-laws principles.

11. Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions. It may be amended only by a writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Party A]

By: ______________________________
Name:
Title:


[Party B]

By: ______________________________
Name:
Title: