Below is a simple, balanced mutual non-disclosure agreement (NDA) template for two companies. You should have local counsel review it to ensure it complies with the governing law and your specific transaction.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [Effective Date] (“Effective Date”) by and between:

[Company 1 Legal Name], a [State/Country and entity type] with its principal place of business at [Address] (“Company 1”),

and

[Company 2 Legal Name], a [State/Country and entity type] with its principal place of business at [Address] (“Company 2”).

Company 1 and Company 2 may each be referred to herein as a “Party” and together as the “Parties.”

1. Purpose

The Parties wish to discuss and evaluate a potential business relationship concerning [describe purpose] (the “Purpose”). In connection with the Purpose, each Party may disclose to the other certain confidential or proprietary information. This Agreement governs the use and protection of such information.

2. Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or confidential information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally, visually, in writing, electronically, or in any other form, including without limitation:

• business plans, strategies, forecasts, and financial information;
• products, services, pricing, customers, suppliers, and marketing information;
• software, source code, object code, algorithms, designs, specifications, data, know-how, inventions, trade secrets, and technical information;
• research and development, processes, methods, and systems; and
• the existence of discussions between the Parties and the terms being discussed.

Confidential Information includes information that is marked or identified as confidential, as well as information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate by competent written records:

a. was or becomes publicly available through no breach of this Agreement by the Receiving Party or its representatives;

b. was already lawfully known to the Receiving Party without restriction on use or disclosure at the time of disclosure by the Disclosing Party;

c. is lawfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; or

d. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Confidentiality Obligations

The Receiving Party shall:

a. use the Disclosing Party’s Confidential Information solely for the Purpose;

b. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care;

c. not disclose the Confidential Information to any third party except as expressly permitted under this Agreement; and

d. limit access to the Confidential Information to its directors, officers, employees, affiliates, attorneys, accountants, financing sources, and contractors or advisors (collectively, “Representatives”) who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

5. Permitted Disclosures

The Receiving Party may disclose Confidential Information:

a. to its Representatives in accordance with Section 4;

b. if required by applicable law, regulation, court order, subpoena, or other governmental process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for such information; and

c. with the prior written consent of the Disclosing Party.

6. No License or Transfer of Rights

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, except the limited right to use Confidential Information for the Purpose.

7. Return or Destruction of Materials

Upon the earlier of (i) the Disclosing Party’s written request or (ii) termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including all copies, extracts, and summaries, and upon request certify such return or destruction in writing; provided, however, that the Receiving Party may retain one archival copy solely for legal, regulatory, or compliance purposes, and any electronically stored information maintained pursuant to routine backup or archival procedures need not be immediately deleted, so long as it remains subject to this Agreement.

8. No Obligation to Proceed

Nothing in this Agreement obligates either Party to disclose any information, enter into any further agreement, or proceed with any proposed transaction or relationship. Either Party may discontinue discussions at any time, with or without notice.

9. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION, EXCEPT AS MAY BE SET FORTH IN A DEFINITIVE WRITTEN AGREEMENT ENTERED INTO BY THE PARTIES.

10. Term; Survival

This Agreement begins on the Effective Date and continues for a period of two (2) years, unless earlier terminated by either Party upon written notice to the other Party.

Notwithstanding the expiration or termination of this Agreement, the obligations of confidentiality, restricted use, non-disclosure, and protection of Confidential Information with respect to any Confidential Information disclosed during the term of this Agreement shall survive for two (2) years after the expiration or termination of this Agreement. Any provisions that by their nature should survive, including without limitation Sections 6, 7, 8, 9, 10, 11, and 12, shall survive expiration or termination of this Agreement.

11. Remedies

The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in the event of an actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Commonwealth of [Governing Law State], without regard to its conflict of laws principles.

12.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings relating to such subject matter.

12.3 Amendments; Waiver

Any amendment or modification of this Agreement must be in writing and signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver shall constitute a waiver of any other or subsequent breach.

12.4 Assignment

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets, provided that such successor agrees in writing to be bound by this Agreement.

12.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be enforced to the maximum extent permitted by law.

12.6 Notices

All notices under this Agreement shall be in writing and delivered by personal delivery, reputable overnight courier, certified mail (return receipt requested), or email to the addresses set forth below, or to such other address as a Party may designate by notice.

If to Company 1:
[Name/Title]
[Address]
[Email]

If to Company 2:
[Name/Title]
[Address]
[Email]

12.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered electronically or by PDF shall be deemed effective as originals.

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IN WITNESS WHEREOF

The Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[COMPANY 1 LEGAL NAME]

By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

[COMPANY 2 LEGAL NAME]

By: __________________________
Name: ________________________
Title: _________________________
Date: _________________________

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If you want, I can also provide:

1. a more lawyerly version,
2. a short-form one-page NDA, or
3. a version tailored for U.S., UK, or cross-border use.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of this ____ day of ________, 20 ("Effective Date"), by and between:

Company A: [Insert Legal Name], a [State of Incorporation] corporation, with its principal place of business at [Insert Address] ("Party A")

and

Company B: [Insert Legal Name], a [State of Incorporation] corporation, with its principal place of business at [Insert Address] ("Party B").

(Each a "Party" and collectively the "Parties").

RECITALS

Whereas, the Parties wish to explore a potential business relationship or transaction (the "Purpose"); and Whereas, in connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other.

Now, therefore, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information, technical data, or know-how, including but not limited to business plans, financial information, customer lists, product designs, software, specifications, and marketing plans, that is disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether disclosed orally, visually, in writing, or in any other tangible or intangible form, and which is either (a) designated as "Confidential" or with a similar legend at the time of disclosure, or (b) if disclosed orally or visually, identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter. Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS. The Receiving Party agrees to: (a) Hold the Disclosing Party's Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (b) Not use the Disclosing Party's Confidential Information for any purpose other than the Purpose; (c) Not disclose the Disclosing Party's Confidential Information to any person or entity except to its employees, agents, contractors, or advisors ("Representatives") who have a need to know such information for the Purpose and who are bound by written confidentiality obligations at least as protective as those contained herein; and (d) Be responsible for any breach of this Agreement by its Representatives.

3. PERMITTED DISCLOSURES. Notwithstanding Section 2, the Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental agency; provided that the Receiving Party (to the extent legally permissible) gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party, at the Disclosing Party's expense, in any effort to obtain a protective order or similar relief to limit or prevent such disclosure.

4. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and continue for a period of two (2) years thereafter ("Term"), unless terminated earlier by either Party upon thirty (30) days' prior written notice to the other Party. The confidentiality obligations hereunder with respect to any specific Confidential Information disclosed during the Term shall survive for a period of two (2) years following the termination or expiration of this Agreement.

5. SURVIVAL. Sections 1 (Definition of Confidential Information), 2 (Confidentiality Obligations), 3 (Permitted Disclosures), 4 (Term and Termination) as it relates to survival, 5 (Survival), 6 (Return of Materials), 7 (No License), 8 (Remedies), 9 (No Warranties), 10 (Governing Law and Jurisdiction), and 11 (Miscellaneous) shall survive any termination or expiration of this Agreement.

6. RETURN OF MATERIALS. Upon the Disclosing Party's written request or upon termination or expiration of this Agreement, the Receiving Party shall promptly (a) return all tangible materials embodying the Disclosing Party's Confidential Information, including all copies and extracts thereof, or (b) at the Disclosing Party's option, certify in writing the destruction of all such materials. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely for the purpose of ensuring compliance with its ongoing obligations under this Agreement.

7. NO LICENSE. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information or any intellectual property rights of the Disclosing Party.

8. REMEDIES. The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement.

9. NO WARRANTIES. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR MERCHANTABILITY OF ITS CONFIDENTIAL INFORMATION.

10. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Insert County and State], and the Parties hereby consent to the personal jurisdiction of such courts.

11. MISCELLANEOUS. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions and agreements. This Agreement may not be amended except in a writing signed by both Parties. If any provision is held invalid, the remainder shall continue in effect. This Agreement may be executed in counterparts, each of which shall be deemed an original. A signed copy delivered by facsimile or electronic transmission shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

COMPANY A:

By: _________________________ Name: [Printed Name] Title: [Title] Date: _________________________

COMPANY B:

By: _________________________ Name: [Printed Name] Title: [Title] Date: _________________________

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Important Disclaimer: This is a template drafted for informational purposes only and does not constitute legal advice. The Parties should consult with their respective legal counsel to ensure this agreement meets their specific needs and complies with applicable laws. Key bracketed information ([ ]) must be completed, and provisions such as governing law, jurisdiction, and specific definitions may require negotiation.