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This is a two-way Confidentiality/Non-Disclosure Agreement (NDA) for discussion of the business relationship with a mutual obligation of confidentiality. This is drafted in neutral form.
The parties are the beneficial owner of certain confidential information. The parties, for their mutual benefit, wish to exchange their proprietary information in order that each of them may evaluate such information for the purpose of determining their respective interest in establishing a business relationship subject to the terms and conditions of this Agreement.
To maintain the confidentiality of the disclosed Information each party shall:
(a) not disclose the Information to anyone other than to those on a need to know basis and who are aware of the obligations of confidentiality relating to the Information not to disclose the Information to any third party; and
(b) apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.
Each party shall immediately on the written request of the other return all documents and materials containing the Information or if so required shall at the request of the other destroy all documents and materials containing the Information (including any copies, analysis, memoranda or other notes made by the receiving party, its Representatives or Associates) in its possession or under its custody or control and shall, in addition, take reasonable steps to remove any Information stored within any computer or word processing system whether or not in machine-readable form and certify in writing to the other that all such documents and materials have been destroyed. Notwithstanding the completion of the Purpose or return or destruction of the documents and materials containing the Information, both parties shall continue to be bound by the undertakings set out in this Agreement.
Each party reserves all rights in its Information and no rights or obligations other than those expressly granted are to be implied from this Agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right now or in the future held, made or obtained by either party prior to or after the date of this Agreement whether or not contained in the Information. The parties agree that the Information does not purport to be all-inclusive and that no representation or warranty is made as to its accuracy, reliability or completeness. Accordingly, neither party, their Associates or Representatives, will have any liability to the other party or any other person resulting from the use of the Information by the other party and/or them, nor incur any obligation to provide further information, to update Information nor to correct any inaccuracies in it. This clause will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation. Save as expressly set out in this Agreement, neither Party, their Associates or Representatives shall owe any duty of care to the other party or any other person.
This document should be carefully read by both parties.
This Confidentiality/Non-Disclosure Agreement (NDA) may be used upon a need to establish mutual obligations of confidentiality within a business relationship.
Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.