Mutual NDA

# Mutual Non-Disclosure Agreement **Effective Date:** ___________ This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date by and between: **Party A:** ___________ ("Party A") **Party B:** ___________ ("Party B") (each a "Party" and collectively the "Parties"). ## 1. Purpose The Parties wish to explore a potential business relationship (the "Purpose") and, in connection therewith, each Party may disclose certain Confidential Information to the other Party. ## 2. Definition of Confidential Information "Confidential Information" means any and all non-public information, whether in oral, written, electronic, or other form, disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, but is not limited to: - Trade secrets, inventions, ideas, processes, and formulas - Financial information, business plans, and projections - Customer and supplier lists and related data - Software, source code, and technical documentation - Marketing strategies and pricing information ## 3. Exclusions 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 demonstrated by written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is lawfully obtained from a third party without restriction on disclosure. ## 4. Compelled Disclosure