What is a Mutual Non-Disclosure Agreement?

A Mutual Non-Disclosure Agreement (also called a Confidentiality Agreement) is an agreement between two parties that need to share non-public or confidential information with each other to enter into a business relationship or carry out a transaction.

Such agreement is generally entered into before or during the early stage of relationship. A well drafted agreement includes parties’ obligations wrt confidential information and also remedies for breach. A well drafted agreement segregates general confidential information and trade secret information. Trade secrets are carved out with specific and enhanced protection and remedies for unauthorized non-disclosures.

This template can be used for general business transactions and exchange of information.

A high-quality draft covers, among other things, the following matters:

  • Details of and introduction to the parties to the agreement
  • Definition of confidential information with carve out for trade secrets and specific information
  • Ownership of the confidential information
  • Exclusions from the definition, if any
  • Obligations of the receiving party with regard to use of confidential information
  • Permitted disclosures, if any
  • Remedy for breach
  • Term / duration of the recipient obligations
  • Termination– when the agreement can be terminated and obligation of the parties upon such termination including return of information
  • Governing law and jurisdiction details

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