ChatGPT vs Kimi for Legal

Here is a balanced mutual confidentiality clause you can use in a business partnership agreement:

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Mutual Non-Disclosure / Confidentiality

Each party (“Receiving Party”) agrees that it may receive or have access to non-public, proprietary, or confidential information of the other party (“Disclosing Party”), whether disclosed orally, visually, electronically, or in writing, including but not limited to business plans, financial information, customer and supplier information, trade secrets, technical data, marketing strategies, and other information that a reasonable person would understand to be confidential (“Confidential Information”).

The Receiving Party shall:

1. use the Confidential Information solely for the purpose of evaluating, performing, or enforcing the parties’ business relationship;
2. 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 a reasonable degree of care; and
3. not disclose the Confidential Information to any third party except to its employees, officers, directors, advisors, contractors, or agents who have a need to know such information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that:
(a) is or becomes publicly available through no breach of this Agreement by the Receiving Party;
(b) was lawfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party;
(c) is lawfully received 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.

If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose any Confidential Information, it may do so only to the extent legally required, provided that, to the extent permitted by law, it gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates, at the Disclosing Party’s expense, in any effort to 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.

Upon termination of the business relationship or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, except to the extent retention is required by applicable law or for bona fide internal recordkeeping, in which case such retained information shall remain subject to this confidentiality obligation.

The obligations under this clause shall survive termination of the parties’ business relationship for a period of [three (3)] years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

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If you want, I can also:

1. make this shorter and more business-friendly, or
2. turn it into a full standalone mutual NDA.

MUTUAL CONFIDENTIALITY OBLIGATIONS

1. Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to: technical data, trade secrets, know-how, research, product plans, software code, algorithms, business strategies, financial information, pricing data, customer lists, personnel information, and any other information designated as "confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

2. Obligations of Confidentiality. The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence and not disclose it to any third parties except as expressly permitted herein; (b) use the Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this Agreement ("Permitted Purpose"); and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its employees, officers, directors, attorneys, accountants, and consultants who have a strict need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those contained herein.

3. Exceptions. The obligations in Section 2 shall not apply to information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party without restriction on disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure and 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.

4. Legally Required Disclosure. If the Receiving Party is compelled by law, regulation, court order, subpoena, or governmental authority ("Legal Process") to disclose any Confidential Information, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice thereof (unless legally prohibited from doing so) to enable the Disclosing Party to seek a protective order or other appropriate remedy; (b) cooperate reasonably with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed, and use commercially reasonable efforts to ensure that confidential treatment is afforded to such disclosed information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by securities laws or stock exchange regulations, provided that the Receiving Party notifies the Disclosing Party promptly of such required disclosure and cooperates in seeking confidential treatment where appropriate.

5. Return of Materials. Upon the Disclosing Party's written request or upon termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all tangible embodiments of the Confidential Information (including all copies, extracts, and summaries thereof) and certify such destruction in writing upon request, except that the Receiving Party may retain copies of Confidential Information: (a) to the extent required by applicable law or professional standards; (b) that are automatically stored in electronic backup systems pursuant to standard backup procedures; or (c) that are embedded in work product created for the Permitted Purpose, provided that all such retained information remains subject to the confidentiality obligations herein.

6. Term. The obligations set forth in this clause shall survive for a period of [five (5) years] following the termination or expiration of this Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations shall survive for as long as such information remains a trade secret.

7. Remedies. The parties acknowledge that any breach of this clause may cause irreparable harm for which monetary damages would be an inadequate remedy. 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. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.

8. No License. Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party's Confidential Information, intellectual property, or proprietary rights, except as expressly set forth herein.