MUTUAL NON-DISCLOSURE AGREEMENT

Software Consulting Engagement

---

AGREEMENT DETAILS

Agreement Date:	[DATE]
Party A ("Consultant"):	[CONSULTANT FULL LEGAL NAME], a [entity type] organized under the laws of [State/Jurisdiction], with its principal place of business at [ADDRESS]
Party B ("Client"):	[CLIENT FULL LEGAL NAME], a [entity type] organized under the laws of [State/Jurisdiction], with its principal place of business at [ADDRESS]

Consultant and Client are each referred to herein individually as a "Party" and collectively as the "Parties."

---

RECITALS

WHEREAS, Consultant provides software consulting, development, and related professional services;

WHEREAS, Client desires to engage Consultant for certain software consulting services described herein or in a separate statement of work (the "Engagement");

WHEREAS, in connection with the Engagement, each Party may disclose to the other certain confidential, proprietary, and sensitive information;

WHEREAS, the Parties desire to establish mutual obligations governing the protection, use, and treatment of such information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the opportunity to share information in connection with the Engagement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

---

ARTICLE I — DEFINITIONS

1.1 "Confidential Information" means any and all information or data, in any form or medium, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), either directly or indirectly, in writing, orally, electronically, visually, or by any other means, that:

(a) is designated as "Confidential," "Proprietary," "Secret," or with a similar legend at the time of disclosure;

(b) is disclosed orally or visually and is identified as confidential at the time of disclosure and summarized in writing delivered to the Receiving Party within fifteen (15) calendar days of such disclosure; or

(c) by its nature or the circumstances of its disclosure, a reasonable person would understand it to be confidential or proprietary, regardless of whether it is marked or identified as such.

1.2 "Confidential Information" specifically includes, without limitation:

(a) Technical Information: source code, object code, algorithms, software architecture, system designs, APIs, databases, data structures, technical specifications, documentation, trade secrets, inventions, know-how, research and development, and engineering processes;

(b) Business Information: business plans and strategies, financial projections, revenue figures, pricing structures, profit margins, customer lists and data, vendor relationships, marketing strategies, competitive intelligence, and merger or acquisition plans;

(c) Operational Information: internal processes, workflows, system configurations, security protocols, infrastructure details, personnel information, and organizational structures;

(d) Client Data: any data, records, or information belonging to, or pertaining to, Client's customers, users, partners, or employees that is accessed or processed by Consultant in connection with the Engagement;

(e) Third-Party Information: information of third parties that a Party is obligated to protect and that is disclosed in connection with the Engagement; and

(f) The terms and existence of this Agreement and the Engagement, including all related negotiations and communications.

1.3 "Engagement" means the software consulting services to be provided by Consultant to Client as described in any executed Statement of Work, Project Brief, Purchase Order, or as otherwise mutually agreed upon in writing by the Parties.

1.4 "Permitted Purpose" means the sole purpose of evaluating, implementing, managing, or otherwise carrying out the Engagement between the Parties, and for no other purpose whatsoever.

1.5 "Representative" means a Party's employees, officers, directors, contractors, subcontractors, agents, advisors (including legal and financial), and any other person who has a need to access Confidential Information in connection with the Permitted Purpose, provided such persons are bound by obligations of confidentiality no less protective than those set forth herein.

1.6 "Effective Date" means the date first written above, or if this Agreement is executed on different dates by the Parties, the date of the last signature.

1.7 "Termination Date" means the date on which this Agreement or the Engagement expires or is terminated in accordance with Article VIII.

---

ARTICLE II — MUTUAL CONFIDENTIALITY OBLIGATIONS

2.1 General Obligation of Confidentiality. Each Party, in its capacity as a Receiving Party, agrees to:

(a) Hold in Confidence: Maintain all Confidential Information of the Disclosing Party in strict confidence, using at minimum the same degree of care it uses to protect its own confidential information of similar sensitivity, but in no event less than reasonable care;

(b) Restrict Use: Use the Disclosing Party's Confidential Information solely for the Permitted Purpose and for no other purpose, commercial or otherwise;

(c) No Unauthorized Disclosure: Not disclose, publish, transmit, transfer, sell, rent, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) Restrict Internal Access: Limit internal access to Confidential Information strictly to those Representatives who have a legitimate need-to-know for purposes of the Engagement and who have been informed of the confidential nature of such information and are bound by obligations consistent with this Agreement;

(e) No Reproduction: Not copy, reproduce, or summarize Confidential Information except to the extent reasonably necessary for the Permitted Purpose; and

(f) No Reverse Engineering: Not decompile, disassemble, reverse engineer, or attempt to derive the composition, underlying ideas, or source code of any Confidential Information, except to the extent permitted by applicable law that cannot be waived by contract.

2.2 Standard of Care. The Receiving Party shall implement and maintain administrative, technical, and physical safeguards consistent with industry standards applicable to software consulting engagements, which shall include, at minimum:

(a) Password protection and encryption of digital files containing Confidential Information;

(b) Secure storage and controlled access to physical materials;

(c) Network security measures for any Confidential Information transmitted electronically; and

(d) Prompt notification procedures in the event of any suspected or actual unauthorized access or disclosure.

2.3 Mutual Nature of Obligations. The Parties expressly acknowledge and agree that:

(a) Both Parties may serve simultaneously as both Disclosing Party and Receiving Party under this Agreement;

(b) Each Party's obligations apply equally and symmetrically regardless of which Party discloses or receives information; and

(c) The mutual nature of these obligations is a material inducement for each Party to enter into this Agreement and the Engagement.

2.4 Representative Responsibility. Each Party shall be responsible for any breach of this Agreement by its Representatives to the same extent as if the Party itself had committed such breach. Each Party shall ensure that its Representatives are informed of their obligations hereunder prior to receiving any Confidential Information.

---

ARTICLE III — EXCEPTIONS AND CARVE-OUTS

3.1 General Exceptions. Notwithstanding any other provision of this Agreement, the obligations set forth in Article II shall not apply to any information that the Receiving Party can demonstrate by competent written evidence:

(a) Publicly Available Information:

The information is or becomes generally known to the public or available in the public domain through no act or omission of the Receiving Party or any of its Representatives. For avoidance of doubt:

(i) Information does not cease to be Confidential Information merely because it is known to a limited number of persons in the relevant industry who did not receive it from the Disclosing Party;

(ii) The combination of information elements, each of which may be publicly available individually, may still constitute Confidential Information if the combination itself is not publicly available; and

(iii) The Receiving Party bears the burden of proving that specific information falls within this exception.

(b) Prior Knowledge:

The information was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, without any restriction on disclosure or use, as evidenced by written records predating such disclosure;

(c) Independently Developed:

The information was independently developed by the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party, as evidenced by contemporaneous written documentation demonstrating such independent development;

(d) Rightfully Received from Third Party:

The information was rightfully received by the Receiving Party from a third party who:

(i) was lawfully in possession of such information;

(ii) had the legal right to disclose it without restriction; and

(iii) did not impose any confidentiality obligations upon the Receiving Party with respect to such information; or

(e) Approved for Disclosure:

The information was specifically approved for unrestricted disclosure by the Disclosing Party in a prior written communication signed by an authorized representative of the Disclosing Party.

3.2 Required Legal Disclosure. If the Receiving Party is required to disclose Confidential Information pursuant to applicable law, regulation, court order, subpoena, governmental or regulatory demand, or stock exchange rule (a "Legal Requirement"), the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice as soon as reasonably practicable and, if legally permissible, prior to disclosure, so as to afford the Disclosing Party a reasonable opportunity to seek a protective order, injunction, or other appropriate relief;

(b) Cooperate reasonably with the Disclosing Party, at the Disclosing Party's expense, in any effort to seek a protective order or other appropriate remedy;

(c) Disclose only that portion of the Confidential Information that is strictly required by the Legal Requirement, as advised by legal counsel; and

(d) Use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any Confidential Information so disclosed.

Disclosure pursuant to this Section 3.2 shall not be deemed to relieve the Receiving Party of its confidentiality obligations with respect to any other Confidential Information.

3.3 No Implied Waiver of Exceptions. A Party's decision to disclose or share information under this Agreement shall not, by itself, constitute a waiver of any privilege, immunity, or other protection that may attach to such information.

---

ARTICLE IV — INTELLECTUAL PROPERTY

4.1 No Transfer of Ownership. Nothing in this Agreement shall be construed to transfer, assign, license, or otherwise convey to the Receiving Party any ownership interest, intellectual property rights, or other proprietary rights in or to the Disclosing Party's Confidential Information. All Confidential Information remains the exclusive property of the Disclosing Party.

4.2 No License Granted. No license, express or implied, under any patent, trademark, copyright, trade secret, or other intellectual property right is granted by this Agreement or by the disclosure of any Confidential Information hereunder, except solely the limited right to use Confidential Information for the Permitted Purpose as expressly set forth in this Agreement.

4.3 Work Product. Any intellectual property, deliverables, or work product created in connection with the Engagement shall be governed by the terms of the applicable Statement of Work or separate written agreement between the Parties, and not by this Agreement.

4.4 No Obligation to Disclose. Nothing in this Agreement obligates either Party to disclose any particular information, enter into any business relationship, or proceed with the Engagement.

---

ARTICLE V — TERM AND SURVIVAL

5.1 Initial Term. This Agreement shall commence on the Effective Date and shall remain in effect until the earliest of:

(a) Completion or termination of the Engagement;

(b) Written agreement of both Parties to terminate this Agreement; or

(c) Three (3) years from the Effective Date, unless the Engagement extends beyond such period, in which case this Agreement shall remain in effect for the duration of the Engagement.

5.2 Two-Year Survival Period.

Notwithstanding the expiration or termination of this Agreement for any reason, all confidentiality obligations set forth in Article II shall survive and remain in full force and effect for a period of two (2) years from the Termination Date (the "Survival Period") with respect to all Confidential Information disclosed prior to termination.

5.3 Extended Survival for Trade Secrets.

Notwithstanding Section 5.2, any Confidential Information that constitutes a trade secret under applicable law (including, without limitation, the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq., or comparable state law) shall be protected for so long as such information retains its status as a trade secret under applicable law, even if the Survival Period has expired.

5.4 Effect of Expiration. Upon expiration of the Survival Period (or upon termination with respect to non-trade secret information), the Parties' obligations under Article II with respect to non-trade secret Confidential Information shall cease, provided that each Party shall remain liable for any breach of this Agreement occurring during the term or the Survival Period.

5.5 Obligations Upon Termination. Within fifteen (15) calendar days following the Termination Date, or upon written request of the Disclosing Party at any time during the term, the Receiving Party shall, at the Disclosing Party's election:

(a) Return all tangible Confidential Information (including all copies, reproductions, notes, extracts, and summaries) to the Disclosing Party; or

(b) Destroy all such materials and certify in writing to the Disclosing Party, within such fifteen-day period, that all Confidential Information has been permanently destroyed;

Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of Confidential Information solely to the extent required by applicable law, regulation, or bona fide internal document retention policies, provided such retained copy remains subject to the confidentiality obligations of this Agreement for so long as it is retained.

---

ARTICLE VI — REMEDIES

6.1 Acknowledgment of Irreparable Harm. Each Party acknowledges and agrees that:

(a) A breach or threatened breach of this Agreement would cause the Disclosing Party immediate, substantial, and irreparable harm for which monetary damages would be an inadequate remedy;

(b) It may be impossible or impracticable to determine the full monetary damages caused by a breach; and

(c) The Disclosing Party shall be entitled to seek equitable relief, including injunction, specific performance, and other forms of equitable or provisional relief, without the requirement of posting a bond or other security and without proving actual damages or that damages would be an insufficient remedy.

6.2 Additional Remedies. The right to seek equitable relief under Section 6.1 shall be in addition to, and not in lieu of, all other legal and equitable remedies available to the Disclosing Party, including the right to seek monetary damages, attorney's fees, and costs.

6.3 Notification of Breach. In the event of any actual or suspected unauthorized use, disclosure, or acquisition 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 unauthorized use or disclosure;

(c) Cooperate fully with the Disclosing Party to investigate, remediate, and mitigate the effects of such breach; and

(d) Take all commercially reasonable steps to recover any improperly disclosed Confidential Information and prevent further disclosure.

---

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

7.1 Authority. Each Party represents and warrants that:

(a) It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly authorized by all necessary corporate or organizational action;

(c) This Agreement is enforceable against it in accordance with its terms; and

(d) Its entry into this Agreement does not violate any other agreement, obligation, court order, or applicable law to which it is a party or by which it is bound.

7.2 Accuracy of Information. Each Party represents that it will not knowingly disclose to the other Party any information that it does not have the right to disclose or that would violate any obligation of confidentiality to a third party.

7.3 No Warranty as to Accuracy. Each Party acknowledges that Confidential Information is provided "as is" and that the Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, fitness for a particular purpose, or non-infringement of any Confidential Information disclosed. The Receiving Party's reliance on Confidential Information is at its own risk.

---

ARTICLE VIII — GENERAL PROVISIONS

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, representations, warranties, and agreements, whether written or oral, relating to confidentiality obligations in connection with the Engagement. This Agreement does not supersede any separate written agreement between the Parties that expressly states it supersedes this Agreement.

8.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by duly authorized representatives of both Parties.

8.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing signed by the waiving Party. No waiver shall operate as a continuing waiver or as a waiver of any other or subsequent provision or right.

8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING STATE], without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

8.5 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved as follows:

(a) Informal Resolution: The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives of the Parties within thirty (30) days of written notice of the dispute;

(b) Mediation: If informal resolution is unsuccessful, the Parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in [CITY, STATE]; and

(c) Litigation: If mediation is unsuccessful, either Party may pursue resolution through litigation in the state or federal courts located in [COUNTY/CITY, STATE], and each Party irrevocably submits to the exclusive personal jurisdiction and venue of such courts for such purpose.

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

8.7 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; except that either Party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee expressly assumes all obligations under this Agreement in writing. Any purported assignment in violation of this Section shall be null and void.

8.8 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered by:

(a) Personal delivery;

(b) Nationally recognized overnight courier (e.g., FedEx, UPS, DHL);

(c) Certified mail, return receipt requested, postage prepaid; or

(d) Email with confirmed receipt (provided a courtesy copy is also sent by one of the methods above within two (2) business days);

to each Party at the address set forth in the Agreement Details above, or to such other address as a Party may designate by written notice.

8.9 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures (including PDF, DocuSign, or similar digital signature platforms) shall be deemed valid and binding to the same extent as original ink signatures.

8.10 Relationship of the Parties. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency between the Parties. Each Party remains an independent contractor with respect to the other.

8.11 No Third-Party Beneficiaries. This Agreement is made for the exclusive benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall be construed to create any rights in or obligations to any third party.

8.12 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party drafting or causing this Agreement to be drafted. The headings in this Agreement are for convenience only and shall not affect interpretation.

8.13 Export Compliance. Each Party agrees to comply with all applicable export control laws and regulations in connection with any Confidential Information disclosed under this Agreement, including, without limitation, the U.S. Export Administration Regulations.

---

SIGNATURE PAGE

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

---

CONSULTANT

[CONSULTANT FULL LEGAL NAME]

Signature:	_________________________________
Printed Name:	_________________________________
Title:	_________________________________
Date:	_________________________________
Email:	_________________________________

---

CLIENT

[CLIENT FULL LEGAL NAME]

Signature:	_________________________________
Printed Name:	_________________________________
Title:	_________________________________
Date:	_________________________________
Email:	_________________________________

---

EXHIBIT A — DESCRIPTION OF ENGAGEMENT

The Parties may complete this Exhibit to describe the Engagement in general terms. Detailed scope and deliverables shall be set forth in a separate Statement of Work.

General Description of Engagement:

---

---

---

Anticipated Start Date: _______________________

Anticipated Duration: _______________________

General Categories of Confidential Information to Be Exchanged:

• From Consultant to Client: _________________________________________________
• From Client to Consultant: _________________________________________________

---

EXHIBIT B — AUTHORIZED REPRESENTATIVES FOR NOTICE

	Consultant	Client
Primary Contact:
Title:
Email:
Phone:
Mailing Address:

---

[END OF AGREEMENT]

---

⚠️ LEGAL DISCLAIMER

This document is a template provided for general informational and drafting purposes only. It does not constitute legal advice and does not create an attorney-client relationship. Laws governing confidentiality, trade secrets, and contracts vary significantly by jurisdiction and specific circumstances. Each Party should have this Agreement reviewed by qualified legal counsel before execution to ensure it is appropriate for their specific situation, jurisdiction, and the nature of the Engagement.

MUTUAL NON-DISCLOSURE AGREEMENT

Date: [DATE]

Parties:
[COMPANY NAME], a [State] [entity type] with a principal place of business at [Address] ("Consultant"), and
[CLIENT NAME], a [State] [entity type] with a principal place of business at [Address] ("Client").

Consultant and Client may be referred to individually as a "Party" and collectively as the "Parties."

---

RECITALS

The Parties are exploring a potential software consulting engagement (the "Purpose") and, in connection therewith, each Party may disclose certain confidential and proprietary information to the other Party. This Agreement sets forth the terms and conditions governing the disclosure and protection of such information.

---

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 in writing, orally, electronically, visually, or by any other means, including but not limited to: source code, object code, algorithms, software architectures, technical documentation, product roadmaps, business plans, customer and vendor lists, financial data, security protocols, APIs, database schemas, and know-how related to the Disclosing Party's business or technology.

Confidential Information includes any copies, notes, analyses, compilations, studies, or other materials prepared by the Receiving Party that contain, reflect, or are derived from the Confidential Information.

2. OBLIGATIONS OF THE RECEIVING PARTY

2.1 Standard of Care. The Receiving Party agrees to hold all Confidential Information in strict confidence 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 reasonable care.

2.2 Use Limitation. The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party.

2.3 Limited Disclosure. The Receiving Party may disclose Confidential Information only to those of its employees, contractors, advisors, and agents (collectively "Representatives") who: (a) Have a strict need to know such information for the Purpose; (b) Are bound by confidentiality obligations no less protective than those contained herein; and (c) Have been apprised of this Agreement.

The Receiving Party shall remain liable for any breach of this Agreement by its Representatives.

2.4 Security Measures. The Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect Confidential Information from unauthorized access, disclosure, or use.

3. EXCEPTIONS AND CARVE-OUTS

The obligations in Section 2 shall not apply to information that: (a) Publicly Available. Is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) Already Known. Is rightfully known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records; (c) Independently Developed. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; (d) Third-Party Source. Is rightfully obtained by the Receiving Party from a third party without restriction and without breach of any confidentiality obligation; or (e) Required Disclosure. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) to enable the Disclosing Party to seek a protective order or other remedy, and cooperates with the Disclosing Party in such efforts.

4. TERM AND SURVIVAL

4.1 Term. This Agreement shall commence on the date first written above and shall continue for the duration of the consulting engagement and for a period of [NUMBER] years thereafter, unless earlier terminated by either Party upon thirty (30) days' written notice.

4.2 Survival of Obligations. Notwithstanding termination of this Agreement for any reason, the Receiving Party's obligations under Section 2 shall survive termination and continue for a period of two (2) years following the effective date of termination or expiration of this Agreement. The provisions of Sections 3, 5, 6, 7, and 8 shall survive indefinitely.

5. RETURN OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy (and certify such destruction in writing) all Confidential Information and any materials containing or derived from such Confidential Information, except for copies maintained in routine backup systems or as required by applicable law or professional standards, provided such retained copies remain subject to this Agreement.

6. NO LICENSE; NO WARRANTY

6.1 No License. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to any intellectual property, including patents, copyrights, trademarks, or trade secrets, except as expressly set forth herein.

6.2 No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION.

7. REMEDIES

The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each 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.

8. GENERAL PROVISIONS

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

8.2 Jurisdiction. The Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [STATE].

8.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations.

8.4 Amendment; Waiver. No amendment or modification of this Agreement shall be valid unless in writing signed by both Parties. No waiver of any provision shall be effective unless in writing signed by the waiving Party.

8.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

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

[COMPANY NAME]
By: _________________________
Name: _______________________
Title: _________________________

[CLIENT NAME]
By: _________________________
Name: _______________________
Title: _________________________

---

Note: This template is provided for informational purposes only and does not constitute legal advice. Software consulting engagements often involve complex intellectual property considerations (including code ownership, assignment of inventions, and open-source compliance) that may require additional provisions or a separate Master Services Agreement.