Mutual NDA Generator

MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: February 10, 2026

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between:

Party A: [Party A Name]
Address: [Party A Address]

AND

Party B: [Party B Name]
Address: [Party B Address]

(each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, the Parties wish to explore [stated purpose] (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other Party certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information, including but not limited to business plans, marketing strategies, customer lists, supplier information, operational procedures, and any other proprietary business data, disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means.

Confidential Information shall also include:
(a) Information that is marked or designated as "confidential," "proprietary," or with a similar legend;
(b) Information that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential;
(c) The existence and terms of this Agreement.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was already known to the Receiving Party prior to disclosure, as evidenced by written records;
(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
(d) Is rightfully received from a third party without restriction on disclosure;
(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party prior to such disclosure.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:
(a) Hold all Confidential Information in strict confidence;
(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Use Confidential Information solely for the Purpose described herein;
(d) Limit access to Confidential Information to those employees, agents, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement;
(e) Take reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information.

4. TERM AND DURATION

This Agreement shall remain in effect for a period of 2 year(s) from the Effective Date ("Term"). The confidentiality obligations set forth herein shall survive the termination or expiration of this Agreement for an additional period of 2 year(s).

5. RETURN OF MATERIALS

Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall promptly:
(a) Return all documents, materials, and other tangible items containing Confidential Information;
(b) Destroy all copies, notes, summaries, and extracts of Confidential Information in its possession; and
(c) Provide written certification of such return or destruction upon request.

6. NO GRANT OF RIGHTS

Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly set forth herein. All Confidential Information remains the property of the Disclosing Party.

7. NO WARRANTY

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION.

REMEDIES

Each Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

AMENDMENTS

This Agreement may only be amended or modified by a written instrument signed by both Parties.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date.


PARTY A:

Signature: ____________________________
Name: [Party A Name]
Title: ____________________________
Date: ____________________________


PARTY B:

Signature: ____________________________
Name: [Party B Name]
Title: ____________________________
Date: ____________________________


---
This document was generated using https://www.thelawgpt.com