Mutual Non-Disclosure Agreement

Two-way confidentiality · Good for partnership talks, vendor discussions, and potential sales

This Agreement is made on                    , between                     ("Party A") and                     ("Party B"), together the "Parties."

1. Confidential Information

"Confidential Information" means non-public business information a Party shares — including finances, customer lists, pricing, plans, and trade secrets — marked or reasonably understood as confidential. It does not include information that is public, already known, independently developed, or received from a third party without restriction.

2. Duties

Each Party will (a) keep the other's Confidential Information secret, (b) use it only to evaluate the business relationship described as:                    , and (c) protect it with at least reasonable care.

3. Exceptions

A Party may disclose Confidential Information if required by law or court order, after giving prompt notice so the other Party can seek protection.

4. Term

This Agreement lasts                     years from the date above. Confidentiality duties for trade secrets last as long as the information stays a trade secret.

5. No license; no obligation

Nothing here grants intellectual-property rights or obligates either Party to do business together.

6. Governing law

The state written as governing law above governs.