Sample_Mutual_Non-Disclosure

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This Model Mutual Non-Disclosure Agreement (“NDA”) is a sample form agreement for use only in connection with
discussions between businesses and/or individuals regarding a possible business relationship, where the
discussions will involve the disclosure of each party’s confidential information. Because this NDA is only a form
agreement, it must be adapted by the parties to meet their specific requirements and expectations. This Model
Mutual NDA does not in any way constitute legal advice from 321BuyBiz.com or 321BuyBiz.net. Each party to this
agreement should seek his/her own independent licensed attorney’s advise to assist in understanding the terms
and conditions of the NDA, determining how such terms and conditions may impact agreements into which the
parties previously entered, or may enter in the future, and determining what changes are necessary to adapt the
NDA to their specific needs.

MUTUAL NON-DISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (this “NDA”) is made effective this ___ day of ______, 20__ (“Effective
Date”) by and between (“John Doe”) a(n) __________________ individual | or substitute the phrase”corporation”
or “company” if not a corporation| with an office located at _____________, City, State and ( “Worldwide Global
MegaBig” ) a(n) ___________ corporation | or substitute the phrase now” individual” or “company” if not a
corporation| with an office located at __________, City, State              (each also individually referred to as “Party”
and together as “Parties”).

WHEREAS, each Party has valuable Confidential Information (as defined below in Section 1), and for the sole
purpose of discussing and evaluating a possible business arrangement between the Parties (as described in
Section 2 below) (the "Permitted Use"), each Party desires to receive the other Party’s Confidential Information
while agreeing to maintain all such Confidential Information in strict confidence and to use such Confidential
Information solely for the Permitted Use; and
WHEREAS, each Party is willing to disclose the Confidential Information to the other so long as the receiving Party
agrees to maintain all such Confidential Information in strict confidence and use such Confidential Information
solely for the Permitted Use;
NOW, THEREFORE, in consideration of the mutual promises and covanents expressed herein, the Parties agree
as follows:

1.        Description of Confidential Information. Each party hereto desires to furnish to the other party certain
information that the party furnishing such information regards as proprietary. Such information may include, but is
not limited to, information of the disclosing party relating to products, manufacturing processes, business
strategies and plans, customer lists and research and development programs and such other information, if any,
as follows:

Confidential Information ("Confidential Information").may be furnished in any tangible or intangible form including,
but not limited to, writings, drawings, computer tapes and other electronic media, samples and verbal
communications. Any Confidential Information furnished in tangible form shall be conspicuously marked as such
and the content of any verbal communication will be reduced to a writing which identifies the Confidential
Information for the record within thirty (30) days of the disclosure of the Confidential Information with a copy of such
writing furnished within such time period to the party receiving such Confidential Information.

2.        Use and Nondisclosure of Confidential Information.

(a) All Confidential Information furnished pursuant to this NDA is done solely for the purpose of evaluation of each
party's potential interest in mutual business activity relating to ________________________________ . | TO BE
MODIFIED DEPENDING UPON THE NATURE OF THE TRANSACTION|

(b) No other right, license or authorization, express or implied, to use is granted and each party agrees to be so
limited with respect to all Confidential Information hereby received. In addition, neither party makes any warranty as
to the accuracy of any Confidential Information. All right, title, and interest in the Confidential Information shall
remain that of the disclosing party.

3.        Confidentiality Period Each party agrees that for a period of _________ | insert five (5) years or other
number of years such as ten (10) years as recommended by legal counsel | from the Effective Date of this
agreement that each shall not disclose Confidential Information received from the other party to any third party nor
use such Confidential Information for any purpose other than to evaluate its interest in the mutual business
described above.

4.        Standard of Care: The receiving party shall use the same degree of care in maintaining the confidentiality of
the Confidential Information as it uses with respect to its own information that is regarded as confidential and/or
proprietary by such party, but in any case shall at least use reasonable care. Each party agrees that it will restrict
the access of all Confidential Information to only those of its employees and consultants who have need to be
informed of the Confidential Information for the purposes for which the Confidential Information is provided, which
persons will be bound to the receiving party by an agreement of confidentiality that contains substantially the same
obligations contained in this NDA.

5.        Exclusions and Legally Required Disclosure:

(a) This Agreement imposes no obligation upon Recipient with respect to information that: (i) was in Recipient’s
possession without a duty of confidentiality to Discloser before receipt from Discloser; (ii) is or becomes a matter of
public knowledge through no act or omission of Recipient; (iii) is rightfully received by Recipient from a third party
without a duty of confidentiality; (iv) is independently developed by Recipient; (v) is disclosed by Discloser to a third
party, including the Government, without a duty of confidentiality on the third party or who holds sufficient rights or
licenses to disclose such information to and allow for use by Recipient; or (vi) is disclosed by Recipient with
Discloser’s prior written approval.

(b)        If Recipient is required to disclose Confidential Information under operation of law, Recipient will disclose
only such information as is legally required by order of a court of competent jurisdiction or other competent
administrative body and will use reasonable efforts to obtain confidential treatment for any Confidential Information
that is so disclosed. Recipient will provide Discloser notice of such possible disclosure prior to disclosure in order
to give Discloser an opportunity to contest such disclosure.

(c)        The obligations of confidentiality and limitations of use shall continue beyond the termination of this NDA;
provided, however, neither party shall be liable for any disclosure of Confidential Information or further restriction on
use where: i) the same information was in the public domain at the time it was disclosed or later comes within the
public domain, except through the acts or omissions of the receiving party; ii) the same information was known to
the receiving party at the time of its disclosure; iii) the same information is approved for release by written
authorization of the disclosing party; iv) the same information becomes known to the receiving party from a source
other than the disclosing party without breach of an obligation of confidentiality; v) the same information is
disclosed to one or more third parties by the disclosing party without restriction; or vi) the same information is
independently developed by employees or representatives of the receiving party without access to the Confidential
Information.

6.        Copies of Confidential Information. Each party agrees that it will make no copies of any Confidential
Information received from the other party without the receiving party having first obtained the written authorization for
such copies from the disclosing party.

7.        Return of Confidential Information: Recipient will, at Discloser's option, return or destroy (and so certify to
Discloser) all tangible material embodying Confidential Information (in any form or medium) at any such time as
Discloser may so request.

8.        Government Regulation Regarding Export of Confidential Information. Each receiving party acknowledges
that the Confidential Information may be controlled by the U.S. Department of Commerce Export Administration
Regulations or other requirements of the U.S. Government regulating the export of the Confidential Information.
Each such party agrees that it shall not attempt to nor knowingly export or re-export Confidential Information of the
disclosing party to any country without first having obtained all necessary approvals therefore.

9.        Governing Law. The parties agree that this NDA and all disputes arising hereunder shall be governed by the
laws of the State of ________________ |insert State’s name here | except for its conflicts of laws principles.. Each
Party irrevocably consents to the jurisdiction of the federal court located in ___________________ |city with
nearest federal court | and/or local courts located in ___________________ |city with nearest local court | in
connection with any action violating this Agreement.

10.        Injunctive Relief. It is acknowledged and agreed that since a breach of the obligations of this NDA is likely
to cause irreparable harm to the disclosing party and that money damages alone would be inadequate as a
remedy for a breach of such obligations, the receiving party agrees that it will not object to the disclosing party
seeking injunctive relief of any provision of this NDA, the party against whom such relief is sought agrees to waive
and hereby does waive any requirement that the party seeking the injunctive relief post a bond or any other security.

11.        Entire Understanding, Waiver and Modification. This NDA constitutes the entire understanding between the
parties as to the Confidential Information. No amendment or modification of this NDA shall be valid or binding on
the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized
representatives and it need not be supported by consideration in order to be effective.

12.        Nature of Relationship. The parties acknowledge that they are independent contractors and that nothing in
this Agreement shall be construed to create a partnership, joint venture, franchise, employer/employee or other
similar arrangements between the parties. Neither party has the authority to enter into any agreement, or make any
warranty or representation, on behalf of the other party.

13.        Warranty: Any information exchanged under this agreement is provided “as is” and without any warranty
whether express or implied, regarding its accuracy, completeness or performance.

14.         No Other Rights: It is expressly agreed between the Parties that the Recipient does not, through the terms
of this Agreement or otherwise, obtain any rights or privileges to any of the Discloser's know-how or trade secrets
concerning all or any portion of the Confidential Information. This Agreement shall not be construed as granting or
confirming any rights other than as expressly stated herein.

15.        Non-waiver: Any delay or failure by Discloser to exercise or enforce Recipient’s strict performance of any
provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any
other provision of this Agreement.

Miscellaneous Terms:

(a)        Any notice, approval, request, authorization, direction or other communication under this Agreement shall be
given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if
delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a
commercial overnight carrier, with written verification of receipt, or (iii) five (5) business days after the mailing date,
whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any
other means of rapid mail delivery for which a receipt is available. All notices shall be given to the Party
representatives and at the addresses set forth in the first paragraph of this agreement above.

(b)        All additions or modifications to this Agreement must be made in writing and signed by the representative of
each Party.

(d)        This Agreement may be executed in counterparts and delivered by U.S. Mail or by facsimile transmission,
each of which shall be deemed an original and both of which together shall constitute one and the same document.

(e)        Neither Party shall assign or transfer any rights or obligations under this Agreement without the prior written
consent of the other Party. Subject to the limitations set forth in this Agreement, this Agreement will inure to the
benefit of and be binding upon the Parties, their successors and assigns.

(f)        If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the
remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as
of the date first written above.
|On advice of each party’s independent licensed attorney, Party #1 and Party #2 may be signed by the parties
named in the first paragraph of this NDA agreement. |
I have read and understood this agreement and agree to abide by its terms:

|PARTY #1 COMPANY NAME |                         |PARTY # 2COMPANY NAME |
Doing business as _______________        Doing business as ____________________
|if fictitious name is used |                        |if fictitious name is used |

By:   ____________________                        By:   _______________________
(Signature)                                                   (Signature)

Name: __________________                       Name:______________________
(Print)                                                                 (Print)

Title:                                                                       Title:

Date:                                                                      Date:

*** Important Disclaimer Notice:   This Model Mutual Non-Disclosure Agreement (“NDA”) does not in any way
constitute legal advice from_________________. Each party to a Mutual Non-Disclosure Agreement should seek
his/her own independent licensed attorney’s advise to assist in understanding the terms and conditions of the
NDA.***

| Note: Attorneys for each of the named parties may recommend that any persons or parties that will come in
contact with the Confidential Information after the initial signing above should sign the agreement on the following
page at Party #3 and Party #4 | .

I have read and understood this agreement and agree to abide by its terms:

|PARTY #3 COMPANY NAME |                          |PARTY # 4 COMPANY NAME |
Doing business as _______________        Doing business as ____________________
|if fictitious name is used |                       |if fictitious name is used |

By: ______________                                        By: _______________________
(Signature)                                                            (Signature)

Name:________________                               Name: _____________________
(Print)                                                                      (Print)

Title:                                                                        Title:

Date: ________________                               Date: ____________________

*** Important Disclaimer Notice:   This Model Mutual Non-Disclosure Agreement (“NDA”) does not in any way
constitute legal advice from this website.. Each party to a Mutual Non-Disclosure Agreement should seek his/her
own independent licensed attorney’s advise to assist in understanding the terms and conditions of the NDA.***

Sample Mutual Non-Disclosure Agreement ("NDA")

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