Sample Mutual Non-disclosure Agreement

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THIS MUTUAL NON-DISCLOSURE AGREEMENT IS A SAMPLE PROVIDED FOR YOUR
INFORMATION ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE. THIS AGREEMENT
MIGHT NOT BE APPROPRIATE FOR YOUR REQUIREMENTS.
NEWAPPIDEA.COM
MAKES NO
WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE AGREEMENT AND ACCEPTS NO
LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT. PLEASE CONSULT YOUR LEGAL
OR BUSINESS ADVISOR FOR FURTHER INFORMATION OR ADVICE.
Mutual Non-Disclosure Agreement
Each undersigned party (the "Receiving Party") understands and acknowledges that the other
party (the "Disclosing Party") has disclosed or may disclose information relating to the
development of certain ideas which to the extent previously, presently, or subsequently disclosed
to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing
Party.
1. Proprietary Information. If Proprietary Information is in written form, the Disclosing Party
shall label or stamp the materials with the word “Confidential” or some similar warning. If
Proprietary Information is transmitted orally, the Disclosing Party shall promptly provide a
writing indicating that such oral communication constituted Proprietary Information.
2. Exclusions from Proprietary Information. Receiving Party’s obligations under this
Agreement do not extend to information that is: (a) publicly known at the time of disclosure or
subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or
created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the
Receiving Party through legitimate means other than from the Disclosing Party or Disclosing
Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior
written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Receiving Party shall carefully restrict access to Proprietary Information to employees,
contractors and third parties as is reasonably required and shall require those persons to sign
nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall
not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to
the detriment of Disclosing Party, any Proprietary Information. Receiving Party shall return to
Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its
possession pertaining to Proprietary Information immediately if Disclosing Party requests it in
writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination
of this Agreement and Receiving Party’s duty to hold Proprietary Information in confidence
shall remain in effect until the Proprietary Information no longer qualifies as a trade secret or
until Disclosing Party sends Receiving Party written notice releasing Receiving Party from
©NewAppIdea.com | App Idea Development
NEWAPPIDEA.COM
MAKES NO WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE
AGREEMENT AND ACCEPTS NO LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT.
THIS MUTUAL NON-DISCLOSURE AGREEMENT IS A SAMPLE PROVIDED FOR YOUR
INFORMATION ONLY AND MAY NOT BE RELIED UPON AS LEGAL ADVICE. THIS AGREEMENT
MIGHT NOT BE APPROPRIATE FOR YOUR REQUIREMENTS.
NEWAPPIDEA.COM
MAKES NO
WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE AGREEMENT AND ACCEPTS NO
LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT. PLEASE CONSULT YOUR LEGAL
OR BUSINESS ADVISOR FOR FURTHER INFORMATION OR ADVICE.
Mutual Non-Disclosure Agreement
Each undersigned party (the "Receiving Party") understands and acknowledges that the other
party (the "Disclosing Party") has disclosed or may disclose information relating to the
development of certain ideas which to the extent previously, presently, or subsequently disclosed
to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing
Party.
1. Proprietary Information. If Proprietary Information is in written form, the Disclosing Party
shall label or stamp the materials with the word “Confidential” or some similar warning. If
Proprietary Information is transmitted orally, the Disclosing Party shall promptly provide a
writing indicating that such oral communication constituted Proprietary Information.
2. Exclusions from Proprietary Information. Receiving Party’s obligations under this
Agreement do not extend to information that is: (a) publicly known at the time of disclosure or
subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or
created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the
Receiving Party through legitimate means other than from the Disclosing Party or Disclosing
Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior
written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential
Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
Receiving Party shall carefully restrict access to Proprietary Information to employees,
contractors and third parties as is reasonably required and shall require those persons to sign
nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall
not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit,
publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to
the detriment of Disclosing Party, any Proprietary Information. Receiving Party shall return to
Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its
possession pertaining to Proprietary Information immediately if Disclosing Party requests it in
writing.
4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination
of this Agreement and Receiving Party’s duty to hold Proprietary Information in confidence
shall remain in effect until the Proprietary Information no longer qualifies as a trade secret or
until Disclosing Party sends Receiving Party written notice releasing Receiving Party from
©NewAppIdea.com | App Idea Development
NEWAPPIDEA.COM
MAKES NO WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE
AGREEMENT AND ACCEPTS NO LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT.
this Agreement, whichever occurs first.
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either
party a partner, joint venturer or employee of the other party for any purpose.
6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Integration. This Agreement expresses the complete understanding of the parties with
respect to the subject matter and supersedes all prior proposals, agreements, representations and
understandings. This Agreement may not be amended except in a writing signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights.
9. Jurisdiction. This Agreement shall be governed by the laws of the jurisdiction in which the
Disclosing Party is located (or if the Disclosing Party is based in more than one country, the
country in which its headquarters are located) (the "Territory") and the parties agree to submit
disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in
the Territory.
This Agreement and each party’s obligations shall be binding on the representatives, assigns and
successors of such party. Each party has signed this Agreement through its authorized
representative.
____________________________________
_____________________________________
[Insert Company Name]
[Insert Company Name]
By: _________________________________
By: _________________________________
Name: ______________________________
Name: ______________________________
Title: _______________________________
Title: _______________________________
Date: _______________________________
Date: _______________________________
©NewAppIdea.com | App Idea Development
NEWAPPIDEA.COM
MAKES NO WARRANTY ABOUT THE SUITABILITY OF THIS SAMPLE
AGREEMENT AND ACCEPTS NO LIABILITY ARISING OUT OF THE USE OF THIS AGREEMENT.

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