NDA (Non-Disclosure Agreement) Generator

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of June 8, 2026 between:

[Party A Name], a company ("Party A");

and

[Party B Name], a company ("Party B").

Each party may act as a "Disclosing Party" when sharing its Confidential Information and as a "Receiving Party" when receiving the other party's Confidential Information.

WHEREAS, the parties wish to [describe the purpose]; and

WHEREAS, in connection therewith, each party may disclose certain confidential and proprietary information to the other;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential", "Proprietary", or similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation, business plans, financial data, technical specifications, trade secrets, customer lists, pricing information, and any other non-public information relating to the disclosing party's business.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care;

(b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Use the Confidential Information solely for the purpose of [describe the purpose];

(d) Limit access to the Confidential Information to those employees, contractors, or agents who have a genuine need to know such information and who are bound by confidentiality obligations no less restrictive than those in this Agreement;

(e) Notify the Disclosing Party promptly upon becoming aware of any actual or threatened unauthorised disclosure of the Confidential Information.

3. EXCLUSIONS FROM CONFIDENTIALITY

The obligations of confidentiality under this Agreement do not apply to information that:

(a) Is or becomes publicly known or available through no breach of this Agreement by the Receiving Party;

(b) Was rightfully known by the Receiving Party prior to receipt from the Disclosing Party, as evidenced by written records;

(c) Is rightfully received by the Receiving Party from a third party without restriction on disclosure;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(e) Is required to be disclosed by applicable law, regulation, or valid court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice and reasonably cooperates with any effort to seek a protective order.

4. TERM

This Agreement shall commence on the date first written above and shall continue for a period of 2 years, unless earlier terminated by either party upon thirty (30) days' prior written notice to the other party. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a further period of 2 years.

5. NO LICENSE

Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information, or any licence under any patent, copyright, trade secret, or other intellectual property right, except the limited right to use the Confidential Information solely for the purpose described in Section 2(c) above.

6. RETURN OR DESTRUCTION OF INFORMATION

Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party, or at the Disclosing Party's option, destroy, all Confidential Information and all copies, notes, and other materials containing or derived from such information, and shall certify in writing that such return or destruction has been completed.

7. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including an injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post bond or other security.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of [governing state or country], without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall first be subject to good-faith negotiation between the parties, and if unresolved, shall be submitted to the courts of competent jurisdiction in [governing state or country].

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter. This Agreement may only be amended by a written instrument signed by both parties.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

11. 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 and the same instrument. Electronic signatures shall be deemed valid and legally binding to the same extent as original ink signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[PARTY A NAME]

Signature: _______________________________

Name: _______________________________

Title: _______________________________

Date: _______________________________

[PARTY B NAME]

Signature: _______________________________

Name: _______________________________

Title: _______________________________

Date: _______________________________