NDA Generator

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of April 18, 2026 ("Effective Date") by and between:

PARTY A: Disclosing Party
[Disclosing Party Address]

PARTY B: Receiving Party
[Receiving Party Address]

Each party may act as both a "Disclosing Party" and a "Receiving Party" under this Agreement.

PURPOSE: [describe the business purpose]

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1. DEFINITIONS

"Confidential Information" means any non-public information disclosed by either party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Purpose, whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

• Trade secrets and proprietary processes
• Financial data, projections, and pricing information
• Technical specifications, designs, and methodologies
• Business plans, strategies, and product roadmaps

Confidential Information includes all notes, analyses, compilations, studies, interpretations, or other documents prepared by the Receiving Party that contain or are based upon Confidential Information.

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2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

• 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 no less than reasonable care
• Use the Confidential Information solely for the Purpose described above and for no other purpose
• Not disclose, copy, reproduce, or distribute any Confidential Information to any third party without the prior written consent of the Disclosing Party
• Limit access to Confidential Information to those employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement
• Promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of Confidential Information

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3. EXCLUSIONS FROM CONFIDENTIALITY

The obligations under Section 2 do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully known to the Receiving Party prior to disclosure, as documented by written records predating this Agreement
• Is rightfully received from a third party without restriction on disclosure
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Is required to be disclosed by applicable law, regulation, or court order — provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with any effort to seek a protective order

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4. TERM

This Agreement shall remain in effect for 2 years from the Effective Date. The confidentiality obligations with respect to Confidential Information disclosed during the term shall survive expiration or termination of this Agreement for a period of two (2) years unless a longer period is required by applicable law.

Either party may terminate this Agreement upon thirty (30) days' written notice to the other party, provided that all obligations with respect to Confidential Information disclosed prior to termination shall survive.

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5. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the earlier of (a) the termination of this Agreement, (b) the completion of the Purpose, or (c) written request by the Disclosing Party, the Receiving Party shall promptly:

• Return to the Disclosing Party all tangible materials containing Confidential Information, or
• Certify in writing that all such materials have been permanently destroyed

The Receiving Party may retain one archival copy of Confidential Information solely for legal compliance purposes, subject to the continuing confidentiality obligations of this Agreement.

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6. OWNERSHIP AND INTELLECTUAL PROPERTY

All Confidential Information remains the sole and exclusive property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to any Confidential Information or any intellectual property of the Disclosing Party beyond the limited right to use it for the Purpose.

This Agreement does not obligate either party to disclose any particular information, enter into any business relationship, or proceed with any transaction.

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7. REMEDIES

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

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8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of the State of California, United States, and the parties hereby consent to personal jurisdiction in such courts.

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9. GENERAL PROVISIONS

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements relating to Confidential Information.

AMENDMENTS: This Agreement may not be amended except by a written instrument signed by both parties.

SEVERABILITY: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

WAIVER: No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right.

COUNTERPARTS: This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures shall be deemed valid.

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SIGNATURE BLOCK

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date.

PARTY A: Disclosing Party

Signature: _______________________________
Name: ___________________________________
Title: __________________________________
Date: ___________________________________
Address: [Disclosing Party Address]

PARTY B: Receiving Party

Signature: _______________________________
Name: ___________________________________
Title: __________________________________
Date: ___________________________________
Address: [Receiving Party Address]

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Generated by HenryHacks NDA Generator · henryhacks.com
This document is provided as a template. Consult a lawyer for legal compliance.