Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this “NDA”) is entered into as of [DATE ENTRY] by
and between [NAME], a [JURISDICTION] [TYPE OF ENTITY], and [NAME], a
[JURISDICTION] [TYPE OF ENTITY].

The parties to this NDA (the “parties” or each individually, a “party”) wish to explore
[TRANSACTION DESCRIPTION] (the “Potential Transaction”) and are willing to disclose
confidential information to one another pursuant to the terms of this NDA. Headings in this
NDA, including those that appear mid-sentence in brackets, are for reference purposes only
and do not affect the meaning or interpretation of this NDA in any way.
1. Confidential Information.
a. Definition. “Confidential Information” means information disclosed:
i. [By Discloser to Recipient] by a party (“Discloser”)[, or its Representatives,] to
the other party (“Recipient”)[, or its Representatives];
ii. [Disclosure Timing] [prior to,] on or following the Effective Date;
iii. [Medium] in any medium or format;
iv. [Potential Transaction] in connection with the Potential Transaction;
v. [Related to Discloser] that is related to Discloser and its business; and
vi. [Identified as Confidential; Reasonability Standard] that (1) is identified by
Discloser as “confidential” [(via marking, disclaimers or oral description)] [at
the time of disclosure] or (2) would be understood by a reasonable person to
be confidential based on its nature or the circumstances of its disclosure.
b. Illustrative Examples. Confidential Information may include technology,
inventions, technical or business information, product designs, roadmaps,
pricing, security and compliance documentation, know-how, data, products,
intellectual property, source code, data files, reports of assets/liabilities, cash
flows or prospects and results of operations.
c. Materials Prepared by Recipient. All materials prepared by Recipient
(including memoranda, summaries and analyses) that contain or are based
upon Confidential Information shall be subject to the terms of this NDA as
though such materials constitute “Confidential Information.”
d. Exceptions. Information that satisfies the conditions in Section 1(a) shall not,
or shall no longer, as applicable, constitute Confidential Information if
[Recipient can demonstrate with competent evidence that] such information:
i. [Already Public] was publicly available at the time of disclosure;
ii. [Becomes Public] becomes publicly available following the time of disclosure,
through no fault of Recipient;
iii. [Already in Possession] was already in Recipient’s possession[, or known by
Recipient,] at the time of disclosure [(as specifically demonstrated by files in
existence at the time of disclosure)] without restriction as to use or disclosure
due to contractual, legal or fiduciary obligated owed to Discloser;
iv. [Provided by Acceptable Third Party] is provided to Recipient by a third party
that[, to the knowledge of Recipient,] is not bound by a confidentiality
agreement with[, or other contractual, legal or fiduciary obligation of
confidentiality to,] Discloser; or
v. [Independently Developed] is developed by employees of Recipient without
using or referencing Confidential Information [(as specifically demonstrated by
files created at the time of such development)].
2. Protection of Confidential Information, Restrictions and Limitations .
a. Limitations on Use. Recipient shall use Confidential Information only to
evaluate and implement the Potential Transaction.
b. Limitations on Disclosure; Protection. Except as provided in Section 3,
Recipient shall not disclose Confidential Information [or the Relationship
Details] to any persons. Recipient shall protect Confidential Information [and
the Relationship Details] with at least the same degree of care that Recipient
uses to protect its own confidential information [of a similar nature][, but in no
case less than reasonable care].
c. Notification Upon Discovery of Unauthorized Event. Recipient shall [(i)]
immediately notify Discloser upon discovery of any misuse, loss, unauthorized
access to or disclosure of Confidential Information, in each case that would
constitute a breach of this NDA by Recipient [and (ii) reasonably cooperate
with Discloser to mitigate any adverse consequences of such event].