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This Mutual Non-Disclosure Agreement is made on [Contract Date] between [Company Name] and [Client Name] (each a "Party").
1. Purpose
The Parties want to explore a possible business relationship, [describe it, for example: a website redesign project] (the "Purpose"), and may share confidential information to do so.
2. Confidential Information
"Confidential Information" is any non-public information one Party (the "Discloser") shares with the other (the "Recipient") about its business, such as plans, finances, customers, products, processes, or technology, whether shared in writing, verbally, or by access. It includes information marked as confidential, and information a reasonable person would understand to be confidential.
3. Exclusions
Confidential Information doesn't include information that:
- Is or becomes public through no fault of the Recipient
- The Recipient already knew, without a duty of confidentiality
- The Recipient develops independently, without using the Discloser's information
- The Recipient receives from someone else who is free to share it
4. Use and Protection
The Recipient will use Confidential Information only for the Purpose, and protect it with at least the care it uses for its own, and no less than reasonable care. The Recipient may share it only with its employees, contractors, and advisors who need it for the Purpose and are bound by similar duties of confidentiality, and is responsible for their compliance.
5. Required Disclosure
If a law, regulation, or court order requires the Recipient to disclose Confidential Information, it may disclose what is required, after giving the Discloser prompt notice where the law allows.
6. Term
This agreement covers information shared during the two years from the date above. The duty to keep it confidential continues for three years after that period ends, and for as long as any trade secret remains one.
7. Return or Destruction
On request, or when discussions end, the Recipient will return or destroy the Discloser's Confidential Information. Copies kept in routine backups, or required by law, may be kept, and remain confidential.
8. No Obligation
Neither Party has to enter into any further agreement or go ahead with the Purpose. Either Party may end discussions at any time.
9. No License or Warranty
Sharing information doesn't give the Recipient any ownership of it, or any license to it beyond the Purpose. Information is shared as is, without any promise that it's accurate or complete.
10. Remedies
Unauthorized use or disclosure may cause harm that money can't fully make up for. The Discloser may ask a court to stop it, in addition to any other remedy.
11. General
This agreement is governed by the laws of [state or country]. It is the entire agreement between the Parties about confidentiality for the Purpose, and may only be changed in writing. Neither Party may transfer it without the other's written consent.
By signing below, both Parties agree to these terms.
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