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Mutual Non-disclosure Agreement

Non-Disclosure Agreements




Mutual Non-disclosure Agreement

§ 1 Parties

Sender Business Ltd
Example Street 1
123456 City

Receiver Business Ltd
Example Street 1
123456 City

§ 2 Background

The Parties intend to [insert description of purpose] (the “Purpose”). For such Purpose, certain confidential information, as defined below, belonging to a Party (the “Disclosing Party”) may be and/or may have been disclosed to the other Party (the “Receiving Party”). In order to protect such information, the Parties have agreed on the following.

§ 3 Undertaking of Confidentiality

Confidential information shall mean any information disclosed to the Receiving Party in connection with this Agreement designated as confidential, or which should otherwise reasonably be considered as being of a confidential nature, including, but not limited to, commercial, legal, financial, and business information as well as data, trade secrets, know-how, and any information on policies, services, processes, procedures, methods, formulations, intellectual property rights, facilities, products, plans, affairs, transactions, organizations, suppliers or business details, whether or not such disclosure has occurred before or after the execution of this Agreement, regardless of the form in, or means by, which the Receiving Party received the information or the information was made available to such Party (“Confidential Information”).

Confidential Information does not include information which the Receiving Party can demonstrate (i) is or becomes available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement or any confidentiality undertaking, (ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party, (iii) becomes available to the Receiving Party on a non-confidential basis from a person, other than the Disclosing Party, who is not known by the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party or (iv) has been developed independently of the Disclosing Party’s Confidential Information.

The Parties acknowledge that any Confidential Information is provided “as is” without any warranties as to its accuracy or completeness.

Each Party agrees to (i) keep secret and not to disclose to any third party, directly or indirectly, any Confidential Information, (ii) to take all reasonable measures to ensure that Confidential Information is not disclosed and (iii) to only use the Confidential Information for the Purpose contemplated in this Agreement.

The Receiving Party may disclose Confidential Information to its affiliates and its respective employees, directors, officers, consultants, advisors, accountants or subcontractors (the “Affiliates”) who have a need to know such information for the Purpose. The Receiving Party shall however in such case impose on the Affiliates, in an appropriate manner, the obligations of confidentiality as set out herein. The Receiving Party shall be liable for any use and/or disclosure of Confidential Information by such Affiliates.

The obligation of confidentiality does not apply where the disclosure of Confidential Information is required by mandatory law, rule, regulation, applicable stock exchange rules or an order by court or authority, subject to what is set out in section below.

Should the Receiving Party be under obligation to disclose Confidential Information, in accordance with what is set forth in this Agreement, the Receiving Party shall without undue delay, before any disclosure is made, inform the Disclosing Party hereof in order for the Disclosing Party to be able to take such actions in order to protect the information as it may deem necessary. Any disclosure in accordance with this Agreement shall be made only to the extent so required. The Receiving Party furthermore undertakes to without delay inform the Disclosing Party in case it becomes aware of any unauthorized disclosure of Confidential Information and shall take all reasonable measures in order to prevent any further disclosure.

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