Mutual confidentiality agreement (NDA)

Party A: [Full legal name], [entity type and jurisdiction of formation], with its address at [address], represented by [name and title]. Notice email: [email].

Party B: [Full legal name], [entity type and jurisdiction of formation], with its address at [address], represented by [name and title]. Notice email: [email].

Project / specific purpose: [Brief project description].

1. Purpose

The parties may exchange information to evaluate, negotiate and, if separately agreed, develop a consulting, organizational or business expansion project (the Purpose). Each party may act as disclosing or receiving party.

2. Confidential information

Confidential information means nonpublic information communicated in any format that is identified as confidential or whose nature and context reasonably indicate confidentiality, including financial and commercial information, recipes, formulas, processes, manuals, suppliers, customers, strategies, prices, costs, models, proposals and project documents. It includes copies, extracts and analyses revealing such information. This agreement covers disclosures from its effective date; any coverage of earlier disclosures must be expressly agreed in writing.

3. Use and protection

The receiving party will use the information only for the Purpose and will not disclose it without the disclosing party’s written authorization. It will apply the care used for its comparable information and at least reasonable security measures. Access will be limited to employees, officers and advisers who need it for the Purpose and have equivalent contractual or professional confidentiality obligations. The receiving party is responsible for their breaches concerning the information received. It will not publish the information or upload it to services that may use it for model training or disclosure to third parties without written authorization.

4. Exclusions

The obligations do not apply to information that the receiving party can demonstrate: (a) was public when received or became public without breach; (b) was lawfully known without a confidentiality obligation before receipt; (c) was lawfully received from an authorized third party without a confidentiality duty; or (d) was independently developed without use of the confidential information.

5. Required disclosure and protected communications

If a legal obligation or valid order requires disclosure, the receiving party will promptly notify the disclosing party when legally permitted, allowing it to seek protection. Only the required information will be disclosed. The receiving party will reasonably cooperate in protective measures at the disclosing party’s expense. This agreement does not prevent reporting, communications with authorities or disclosures protected by applicable law.

6. Ownership and absence of commercial commitment

The information remains the property of its owner. No intellectual property ownership or license is transferred, except the limited use necessary for the Purpose. This agreement creates no obligation to disclose information, engage services, pay fees, sell franchises or conclude a transaction. Commercial terms will be agreed separately. Information is provided without a warranty of accuracy or completeness unless expressly agreed in another contract; this provision does not exclude liability that the law does not permit to be excluded.

7. Return and deletion

Upon the disclosing party’s written request, the receiving party will return or delete the information and copies within fifteen business days and confirm compliance in writing if requested. It may retain records required by legal or professional obligations and automatic backup copies that cannot reasonably be selectively deleted. Retained copies remain protected, may not be used for other purposes and will be deleted in the ordinary retention cycle.

8. Term

This agreement takes effect on the date of the last signature and permits information exchange for two years unless terminated earlier by written notice. Termination does not affect prior obligations. Confidentiality and use restrictions for each disclosure continue for three years from receipt. For information meeting the legal requirements of a trade secret, they continue while the information retains that status under applicable law.

9. Incidents and breach

The receiving party will notify the disclosing party without undue delay of any unauthorized access, use or disclosure of which it becomes aware and will cooperate in containment. The affected party may seek remedies available under law, including injunctive relief where appropriate. No automatic penalties are established and no remedy is presumed to be granted.

10. General provisions

This agreement is the entire understanding concerning confidentiality for the Purpose. Amendments require both parties’ written acceptance. It creates no exclusivity, noncompetition, partnership or agency relationship. If a provision is unenforceable, the remaining provisions remain effective to the extent permitted. Failure to exercise a right is not a waiver. Notices will be sent to the stated emails, and changes must be notified in writing. The agreement may be signed in counterparts and electronically under applicable law. Each signer represents that they have authority to bind the party represented.

11. Governing law and forum

This agreement is governed by the laws of [agreed state or country], subject to mandatory applicable rules. The parties agree to submit disputes to the competent courts of [agreed city, state or country]. Complete both fields before signature.

Signatures