Free NDA Template for Google Docs (Mail Merge Ready)

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of {{Effective Date}} (the "Effective Date") by and between: {{Disclosing Party}}, with a principal place of business at {{Disclosing Party Address}} (the "Disclosing Party"); and {{Receiving Party}}, with a principal place of business at {{Receiving Party Address}} (the "Receiving Party"). Each party may disclose Confidential Information to the other in connection with {{Purpose}} (the "Purpose"). In consideration of the mutual covenants contained herein, the parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, electronically, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, customer and supplier lists, pricing, product roadmaps, technical data, source code, designs, trade secrets, and know-how. 2. EXCLUSIONS Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure by the disclosing party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. 3. OBLIGATIONS OF THE RECEIVING PARTY Each party receiving Confidential Information agrees to: (a) hold it in strict confidence; (b) use it solely for the Purpose; (c) not disclose it to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) protect it using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. 4. COMPELLED DISCLOSURE If a receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide the disclosing party with prompt written notice and reasonable cooperation so the disclosing party may seek a protective order or other appropriate remedy before disclosure. 5. TERM This Agreement commences on the Effective Date and continues for {{Term Length}}, unless terminated earlier by either party upon thirty (30) days' written notice. Each party's obligations with respect to Confidential Information disclosed during the term survive expiration or termination of this Agreement for as long as the information remains confidential, and with respect to trade secrets, for as long as such information qualifies as a trade secret under applicable law. 6. RETURN OR DESTRUCTION OF MATERIALS Upon the disclosing party's written request, or upon expiration or termination of this Agreement, each party shall promptly return or destroy all documents and materials (including all copies) containing the other party's Confidential Information and, upon request, certify such return or destruction in writing. 7. REMEDIES Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause the disclosing party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the disclosing party shall be entitled to seek injunctive or other equitable relief for any actual or threatened breach, in addition to all other remedies available at law or in equity. 8. NO LICENSE; NO OBLIGATION All Confidential Information remains the property of the disclosing party. Nothing in this Agreement grants either party any license or other rights in or to the other party's Confidential Information, except the limited right to use it for the Purpose. This Agreement does not obligate either party to disclose any information or to enter into any further agreement or transaction. 9. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of {{Governing State}}, without regard to its conflict-of-law principles. 10. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, understandings, and agreements. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. DISCLOSING PARTY {{Disclosing Party}} Signature: ______________________________ Name: ______________________________ Title: ______________________________ Date: ______________________________ RECEIVING PARTY {{Receiving Party}} Signature: ______________________________ Name: ______________________________ Title: ______________________________ Date: ______________________________