MUTUAL NON-DISCLOSURE AGREEMENT

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IMPORTANT NOTICE: This document is provided as a template for informational purposes only and does not constitute legal advice. You should consult a qualified attorney before executing any legally binding agreement, as requirements vary by jurisdiction and specific circumstances.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of _____________ ("Effective Date"), by and between:

[STARTUP NAME], a [entity type, e.g., Delaware corporation], with its principal place of business at [address] ("Company"); and

[INVESTOR NAME/ENTITY], a [entity type], with its principal place of business at [address] ("Investor").

Company and Investor are each referred to herein individually as a "Party" and collectively as the "Parties."

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RECITALS

WHEREAS, Company has developed certain proprietary technology, business methods, and related intellectual property;

WHEREAS, Investor is evaluating a potential investment in, or business relationship with, Company (the "Proposed Transaction");

WHEREAS, in connection with evaluating the Proposed Transaction, each Party may disclose to the other certain confidential and proprietary information; and

WHEREAS, the Parties desire to protect such confidential information from unauthorized use or disclosure on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

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ARTICLE I — DEFINITIONS

Section 1.1 — "Confidential Information" means any and all non-public information, whether in oral, written, electronic, visual, or any other form, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that:

(a) is designated as "confidential," "proprietary," or with a similar legend at the time of disclosure; or

(b) if disclosed orally or visually, is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter; or

(c) a reasonable person in the relevant industry would understand to be confidential given the nature of the information and the circumstances of disclosure, regardless of whether it is formally designated as such.

Section 1.2 — Company Confidential Information includes, without limitation:

• Proprietary software, source code, object code, algorithms, architecture, and technical documentation;
• Inventions, patents (pending or issued), trade secrets, and know-how;
• Product roadmaps, development plans, and research data;
• Financial statements, projections, cap tables, and valuation models;
• Customer lists, vendor relationships, and partnership agreements;
• Marketing strategies, pricing models, and competitive analyses;
• Personnel information and compensation structures; and
• Any information derived from or based upon the foregoing.

Section 1.3 — Investor Confidential Information includes, without limitation:

• Investment strategies, portfolio compositions, and due diligence processes;
• Fund structures, limited partner information, and capital commitments;
• Financial models, valuation methodologies, and term sheet templates;
• Internal communications and decision-making criteria; and
• Any information derived from or based upon the foregoing.

Section 1.4 — "Representatives" means a Party's directors, officers, employees, attorneys, accountants, financial advisors, and other professional advisors who have a need to know Confidential Information for purposes of evaluating the Proposed Transaction and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Section 1.5 — "Permitted Purpose" means the evaluation, negotiation, and potential consummation of the Proposed Transaction only.

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ARTICLE II — CONFIDENTIALITY OBLIGATIONS

Section 2.1 — Non-Disclosure Obligation. Each Receiving Party agrees to:

(a) hold all Confidential Information of the Disclosing Party in strict confidence;

(b) use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever;

(c) not disclose, publish, distribute, transmit, transfer, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care; and

(e) promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

Section 2.2 — Disclosure to Representatives. A Receiving Party may disclose Confidential Information to its Representatives solely on a need-to-know basis for the Permitted Purpose, provided that:

(a) each such Representative is informed of the confidential nature of the information;

(b) each such Representative is bound by written confidentiality obligations no less restrictive than those in this Agreement, or is subject to professional duties of confidentiality (e.g., attorneys, accountants); and

(c) the Receiving Party remains fully liable for any breach of this Agreement by its Representatives as if the Representative were the Receiving Party.

Section 2.3 — Mutual Obligations. The confidentiality obligations set forth in this Agreement are fully mutual and apply equally to both Parties as Disclosing Party and Receiving Party, as applicable.

Section 2.4 — No License Granted. Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Confidential Information, any intellectual property rights therein, or any related technology. No implied licenses are granted hereunder.

Section 2.5 — No Obligation to Disclose. Neither Party is obligated to disclose any particular information to the other Party. Any disclosure is made at the Disclosing Party's sole discretion.

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ARTICLE III — EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Section 3.1 — Exclusions. The obligations of this Agreement do not apply to information that the Receiving Party can demonstrate by clear and convincing written evidence:

(a) Public Domain: Was or becomes publicly available through no fault, act, or omission of the Receiving Party or its Representatives;

(b) Prior Knowledge: Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality;

(c) Independent Development: Was independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records predating disclosure;

(d) Lawful Third-Party Disclosure: Was rightfully received by the Receiving Party from a third party who was lawfully in possession of such information and had the right to disclose it without restriction; or

(e) Written Waiver: Is approved for unrestricted release by prior written authorization of the Disclosing Party.

Section 3.2 — Burden of Proof. The burden of establishing any exclusion under Section 3.1 rests solely with the Receiving Party. The exclusions shall be construed narrowly in favor of protecting Confidential Information.

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ARTICLE IV — PERMITTED DISCLOSURES

Section 4.1 — Legally Compelled Disclosure. If the Receiving Party is compelled to disclose Confidential Information by applicable law, regulation, judicial order, subpoena, regulatory authority, or stock exchange requirement, the Receiving Party shall:

(a) provide the Disclosing Party with prompt written notice as soon as practicable and, where legally permissible, no fewer than ten (10) business days prior to such disclosure;

(b) cooperate fully with the Disclosing Party in seeking a protective order, injunction, or other appropriate relief to prevent or limit such disclosure;

(c) disclose only that portion of Confidential Information that is legally required to be disclosed, as determined by legal counsel; and

(d) use commercially reasonable efforts to ensure that any Confidential Information so disclosed is treated as confidential by the receiving governmental or judicial authority.

Section 4.2 — Regulatory Filings. To the extent either Party is required to disclose terms of this Agreement or the Proposed Transaction in connection with securities laws or regulatory filings, it shall:

(a) provide reasonable advance notice to the other Party;

(b) seek confidential treatment of all competitively sensitive provisions; and

(c) cooperate with the other Party regarding the content and timing of such filings.

Section 4.3 — Professional Advisors. Either Party may disclose Confidential Information to its legal counsel, certified public accountants, or other licensed professional advisors who are bound by applicable professional duties of confidentiality, subject to the restrictions of Section 2.2.

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ARTICLE V — HANDLING AND RETURN OF CONFIDENTIAL INFORMATION

Section 5.1 — Security Measures. Each Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the Disclosing Party's Confidential Information from unauthorized access, use, or disclosure, consistent with industry standards for information of comparable sensitivity.

Section 5.2 — Notification of Breach. In the event of any actual or suspected unauthorized access, use, or disclosure of Confidential Information, the Receiving Party shall:

(a) notify the Disclosing Party in writing within forty-eight (48) hours of discovery;

(b) provide a detailed description of the nature and scope of the incident;

(c) identify the information involved and the individuals affected; and

(d) cooperate fully with the Disclosing Party in investigating and mitigating the breach.

Section 5.3 — Return or Destruction. Upon the earlier of: (i) the Disclosing Party's written request; (ii) a decision by either Party not to proceed with the Proposed Transaction; or (iii) expiration or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election:

(a) promptly return all tangible materials containing Confidential Information; or

(b) permanently destroy all such materials, including all copies, summaries, notes, and derivative works, and certify such destruction in writing by an authorized officer within ten (10) business days.

Section 5.4 — Archival Copies. Notwithstanding Section 5.3, the Receiving Party may retain archival or backup copies of Confidential Information to the extent required by applicable law or bona fide records retention policies, provided that such retained information remains subject to all obligations of this Agreement.

Section 5.5 — Residual Knowledge. The Parties acknowledge that unaided human memory may retain impressions of Confidential Information. Nothing in this Agreement prevents a Representative from using general knowledge, skills, and experience retained in unaided human memory that does not constitute deliberate memorization for the purpose of recreating Confidential Information; provided, however, that such residual knowledge may not be used to circumvent the terms of this Agreement.

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ARTICLE VI — INTELLECTUAL PROPERTY PROTECTIONS

Section 6.1 — Ownership. All Confidential Information disclosed by the Disclosing Party, and all intellectual property rights therein, remain the exclusive property of the Disclosing Party. This Agreement does not transfer, assign, or convey any right, title, or interest therein.

Section 6.2 — No Reverse Engineering. The Receiving Party shall not, and shall ensure its Representatives do not:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of any technology disclosed as Confidential Information; or

(b) use Confidential Information to design, develop, or enhance competing products or services.

Section 6.3 — No Solicitation. During the term of this Agreement and for twelve (12) months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was introduced to or involved in the Proposed Transaction, without prior written consent. This provision does not prohibit general, non-targeted public recruitment efforts.

Section 6.4 — No Trading on Information. Investor acknowledges that Confidential Information may constitute material non-public information and agrees not to trade in the securities of Company, or any publicly traded entity to which Company's Confidential Information relates, based on such information, in compliance with applicable securities laws.

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ARTICLE VII — TERM AND TERMINATION

Section 7.1 — Term. This Agreement shall commence on the Effective Date and continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days prior written notice.

Section 7.2 — Survival. The confidentiality obligations under this Agreement shall survive termination or expiration for a period of three (3) years from the date of termination or expiration with respect to general Confidential Information. Trade secrets shall be protected for as long as they qualify as trade secrets under applicable law, without limitation.

Section 7.3 — Effect of Termination. Termination of this Agreement shall not affect any rights or obligations that accrued prior to termination.

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ARTICLE VIII — REMEDIES FOR BREACH

Section 8.1 — Acknowledgment of Irreparable Harm. The Parties acknowledge and agree that:

(a) a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy;

(b) the Disclosing Party could not be fully compensated through money damages alone; and

(c) this acknowledgment is a material inducement for each Party to enter into this Agreement.

Section 8.2 — Equitable Relief. In the event of any actual, threatened, or anticipated breach of this Agreement, the Disclosing Party shall be entitled to seek, without the requirement to post bond or other security and without prejudice to any other rights or remedies:

(a) Temporary restraining orders;

(b) Preliminary and permanent injunctions;

(c) Specific performance; and

(d) Any other available equitable relief from a court of competent jurisdiction.

Section 8.3 — Monetary Damages. In addition to equitable relief, the Disclosing Party shall be entitled to recover:

(a) Actual damages, including all lost profits, lost opportunities, and consequential damages caused by the breach;

(b) Disgorgement of any profits realized by the Receiving Party as a result of its breach;

(c) Reasonable attorneys' fees and costs incurred in enforcing this Agreement, if the Disclosing Party is the prevailing party;

(d) Statutory damages as available under applicable trade secret laws, including enhanced damages under the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and applicable state law, for willful and malicious misappropriation; and

(e) Such other damages as a court may award.

Section 8.4 — Cumulative Remedies. The remedies set forth in this Agreement are cumulative and in addition to, not in lieu of, any other remedies available at law or in equity. The exercise of one remedy shall not preclude or limit the exercise of any other remedy.

Section 8.5 — Duty to Mitigate. Each Party shall take commercially reasonable steps to mitigate its damages in the event of a breach by the other Party.

Section 8.6 — Indemnification. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

(a) any breach of this Agreement by the Receiving Party or its Representatives; or

(b) any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives.

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ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Section 9.2 — Dispute Resolution.

(a) Negotiation: The Parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives for a period of fifteen (15) business days after written notice of the dispute.

(b) Mediation: If negotiation fails, the Parties shall submit the dispute to non-binding mediation before a mutually agreed mediator in [City, State] within thirty (30) days.

(c) Litigation: If mediation is unsuccessful, either Party may pursue litigation in accordance with Section 9.3. The dispute resolution procedures of this Section shall not limit either Party's right to seek emergency injunctive or equitable relief at any time.

Section 9.3 — Jurisdiction and Venue. The Parties irrevocably consent to the exclusive jurisdiction of the federal and state courts located in [County, State] for any dispute arising under or relating to this Agreement and waive any objection to such venue.

Section 9.4 — Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements relating thereto.

Section 9.5 — Amendments. This Agreement may be amended only by a written instrument duly executed by authorized representatives of both Parties.

Section 9.6 — Waiver. No failure or delay by either Party in exercising any right shall constitute a waiver thereof. No waiver shall be effective unless made in writing and signed by the waiving Party.

Section 9.7 — Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if such modification is not possible, it shall be severed, and the remaining provisions shall continue in full force and effect.

Section 9.8 — Notices. All notices under this Agreement shall be in writing and delivered by:

(a) personal delivery; (b) certified mail, return receipt requested; (c) nationally recognized overnight courier; or (d) email with confirmed receipt and simultaneous delivery by one of the foregoing methods.

Notices to Company: ________________________ [Address/Email] Notices to Investor: _________________________ [Address/Email]

Section 9.9 — Counterparts and 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 agreement. Electronic signatures shall be deemed valid and binding.

Section 9.10 — No Partnership or Agency. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

Section 9.11 — Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be void.

Section 9.12 — Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafting Party.

Section 9.13 — Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above.

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[STARTUP NAME]

By: __________________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________

[INVESTOR NAME/ENTITY]

By: __________________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________

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EXHIBIT A — DESCRIPTION OF PROPOSED TRANSACTION AND INITIAL DISCLOSURES

(Optional — Parties may describe the general nature of the Proposed Transaction and any specific categories of information to be shared)

Nature of Proposed Transaction: ______________________________

Categories of Company Information to Be Disclosed:

• ☐ Source code and technical architecture
• ☐ Financial statements and projections
• ☐ Customer and market data
• ☐ Patent applications and trade secrets
• ☐ Other: ________________________

Categories of Investor Information to Be Disclosed:

• ☐ Investment thesis and criteria
• ☐ Portfolio company information
• ☐ Fund structure and terms
• ☐ Other: ________________________

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DRAFTING NOTES AND CUSTOMIZATION CHECKLIST

For the attorney reviewing this agreement:

Item	Action Required
Entity types and states of formation	Verify and complete
Governing law jurisdiction	Confirm Delaware is appropriate; consider home state
Trade secret survival period	Verify alignment with applicable state trade secret law
Non-solicitation period	Adjust based on jurisdiction (some states restrict)
Monetary damage provisions	Review for consistency with applicable law
Dispute resolution mechanism	Consider arbitration vs. litigation based on preference
Securities law provisions	Review if either party is publicly traded
DTSA whistleblower notice	Add if company has employees (required for DTSA enhanced damages)

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This template is intended as a starting point. Laws governing non-disclosure agreements, trade secrets, and related matters vary significantly by jurisdiction. Legal counsel should review and customize this agreement before execution.

NON-DISCLOSURE AGREEMENT

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

[STARTUP NAME], a [State of Incorporation] corporation, with its principal place of business at [Startup Address] ("Disclosing Party");

and

[INVESTOR NAME/ENTITY], a [State/Country of Organization] [Individual/Corporation/LLC/etc.], with its principal place of business/address at [Investor Address] ("Receiving Party").

Disclosing Party and Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties wish to explore a potential investment or business relationship (the "Purpose"); and
WHEREAS, in connection with the Purpose, Disclosing Party may disclose certain proprietary and confidential information to Receiving Party.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information

"Confidential Information" means any non-public, proprietary information, in any form (written, oral, electronic, or visual), disclosed by one Party (the "Discloser") to the other Party (the "Recipient") that is designated as confidential or, given the nature of the information or the circumstances of its disclosure, reasonably should be understood to be confidential. For the Disclosing Party (the startup), this includes, but is not limited to:

• Technical information: algorithms, software code (source and object), architectures, APIs, designs, schematics, inventions, know-how, formulae, processes, research and development data, and product plans related to its proprietary technology.
• Business information: financial data, business plans, marketing strategies, customer and supplier lists, and operational methods.
• Any notes, analyses, compilations, studies, or other documents prepared by Recipient which contain, reflect, or are based upon the Confidential Information.

Confidential Information does not include information that:

• Was publicly known or made generally available prior to the time of disclosure;
• Becomes publicly known or made generally available after disclosure through no wrongful act or omission of Recipient;
• Was rightfully in Recipient's possession without obligation of confidentiality prior to disclosure;
• Is rightfully obtained by Recipient from a third party without restriction on disclosure;
• Is independently developed by Recipient without use of or reference to Discloser's Confidential Information, as evidenced by written records.

2. Obligations of Confidentiality

a. Non-Use and Non-Disclosure: Recipient shall hold Discloser's Confidential Information in strict confidence and shall not use such information for any purpose other than to evaluate and engage in discussions concerning the Purpose. Recipient shall not disclose, disseminate, or make available any Confidential Information to any third party without the prior written consent of Discloser. b. Standard of Care: Recipient shall protect the confidentiality of Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care. c. Permitted Disclosures: Recipient may disclose Confidential Information only to its directors, officers, employees, advisors (e.g., attorneys, accountants, consultants) (collectively, "Representatives") who: * Have a need to know such information for the Purpose; * Are informed of the confidential nature of the information; and * Are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient shall be responsible for any breach of this Agreement by its Representatives.

3. Compelled Disclosure

If Recipient is required by law, regulation, or court order to disclose any Confidential Information, Recipient shall, to the extent legally permissible:

• Promptly notify Discloser in writing prior to such disclosure to allow Discloser to seek a protective order or other remedy; and
• Reasonably cooperate with Discloser in such efforts. If such protective order is not obtained, Recipient shall furnish only that portion of the Confidential Information which it is legally compelled to disclose.

4. Term and Termination

This Agreement shall remain in effect for a period of [e.g., three (3) years] from the Effective Date. The obligations of confidentiality and non-use with respect to any Confidential Information shall survive termination of this Agreement for a period of [e.g., five (5) years]; provided, however, that trade secrets (as defined under applicable law) shall be protected for as long as they remain trade secrets.

5. Remedies for Breach

The Parties acknowledge that any breach of this Agreement may cause irreparable harm to Discloser for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law, Discloser shall be entitled to seek injunctive relief or specific performance to enforce the terms of this Agreement without the necessity of posting a bond or proving actual damages. The breaching Party shall also be liable for all direct damages, losses, costs, and expenses (including reasonable attorneys' fees) incurred by the non-breaching Party as a result of the breach.

6. Return or Destruction of Information

Upon Discloser's written request, or upon termination of discussions regarding the Purpose, Recipient shall promptly (and in any event within [e.g., 30 days]):

• Return to Discloser all tangible materials embodying Confidential Information (including all copies and extracts); or
• Certify in writing the destruction of all such materials, including any electronically stored information. Notwithstanding the foregoing, Recipient's legal counsel may retain one archival copy of the Confidential Information solely for the purpose of determining its ongoing obligations hereunder.

7. No License or Warranty

No license under any patent, trademark, copyright, or other intellectual property right is granted or implied by the disclosure of Confidential Information. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE.

8. No Obligation to Proceed

This Agreement does not create any obligation for either Party to enter into any further agreement or business relationship.

9. Miscellaneous

a. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of [e.g., Delaware], without regard to its conflict of laws principles. Any legal action shall be brought in the courts located in [County, State]. b. Entire Agreement; Amendment: This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions. It may only be amended in a writing signed by both Parties. c. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. d. Notices: All notices shall be in writing and delivered personally, by certified mail, or by a recognized overnight courier to the addresses set forth above. e. Severability: If any provision is found invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. f. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

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

DISCLOSING PARTY:
[STARTUP NAME]

By: _____________________________
Name: [Signature Block – Name & Title]
Title: [CEO, etc.]
Date: _____________________________

RECEIVING PARTY:
[INVESTOR NAME/ENTITY]

By: _____________________________
Name: [Signature Block – Name & Title]
Title: [If applicable]
Date: _____________________________

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Important Disclaimer: This template is a starting point for discussion and is provided for informational purposes only. It does not constitute legal advice. The specific needs of your startup and the nature of the technology are critical. You must consult with a qualified attorney to review, tailor, and finalize this agreement to ensure it adequately protects your intellectual property and complies with applicable laws. Key items to discuss with counsel include the specific definition of your Confidential Information, the duration of obligations, the choice of governing law, and the scope of permitted disclosures.