Plain-English Mutual NDA

Mutual Non-Disclosure Agreement

This agreement is made on effective_date between party_a_name and party_b_name. Each of them is a "party". Both parties may share confidential information, and both get the same protection.

1. Why we are sharing information

The parties want to share information for this purpose: purpose (the "Purpose").

2. What is confidential

"Confidential Information" means non-public information that one party (the "discloser") shares with the other (the "recipient") for the Purpose, in any form, if it is marked as confidential or if a reasonable person would understand it to be confidential. Examples include business plans, strategy, pricing, customer and campaign data, creative concepts and unreleased products.

3. What is not confidential

Information is not Confidential Information if the recipient can show that it:

- is or becomes public through no fault of the recipient;

- was already known to the recipient without a duty of confidentiality;

- was received lawfully from someone else without a duty of confidentiality; or

- was developed independently by the recipient without using the discloser's information.

4. What the recipient will do

The recipient will:

- use the Confidential Information only for the Purpose;

- share it only with its employees, contractors and professional advisers who need it for the Purpose and who have a duty to keep it confidential, and be responsible for them;

- protect it with at least reasonable care, and at least the care it uses for its own similar information; and

- tell the discloser promptly if it learns of any unauthorized use or disclosure.

5. If the law requires disclosure

The recipient may disclose Confidential Information when the law, a court or a regulator requires it. Where the law allows, the recipient will tell the discloser first and disclose only what is required.

6. Ideas and pitches

Sharing information does not give the recipient any license or ownership of it. Each party is free to develop its own ideas independently, but it may not use the other party's Confidential Information to do so.

7. Returning information

When the discloser asks, the recipient will return or delete the discloser's Confidential Information. The recipient may keep copies that its normal backups make automatically, or that the law requires it to keep, and this agreement continues to apply to them.

8. How long this lasts

Either party may stop sharing information at any time. The duties in this agreement last for term_years years from the date above. Duties for trade secrets last as long as the information remains a trade secret.

9. No other commitment

This agreement does not commit either party to do business together, and neither party gives any warranty about the information it shares.

10. Remedies

A breach of this agreement may harm the discloser in ways that money cannot fully repair, so the discloser may ask a court for an order to stop the breach, in addition to any other remedy.

11. General

This agreement is governed by the laws of the State of governing_state. It is the whole agreement between the parties about confidentiality for the Purpose. Changes must be in writing and signed by both parties. The parties may sign it electronically and in counterparts.

Agreement

By signing, both parties agree to this Mutual Non-Disclosure Agreement.

party_a_name

party_b_name

Electronic signatures follow below.