Mutual Non Disclosure Agreement (NDA) / Confidentiality Agreement for Business (Two way)

The Mutual Non-Disclosure Agreement (NDA) / Confidentiality Agreement for Business (Two-way) is a legal document that establishes a confidential relationship between two parties. The agreement aims to protect the confidential information of both parties.

The first section is the interpretation section, which defines key terms used throughout the agreement. This section ensures that both parties have a clear understanding of the terms used in the document.

The second section outlines the obligations of confidentiality. It states that each party must maintain the confidentiality of the information, which only can be used for the purpose stated in the agreement. This section also prohibits any copying or storage of the information in an externally accessible computer or electronic information retrieval system.

The third section focuses on the confidentiality measures that each party must take to protect the disclosed information. It states that the receiving party must not disclose the information to anyone unless necessary. Adequate security measures preventing unauthorized access or copying of the information must also be applied.

The fourth section denotes the exceptions to the confidentiality obligations, which do not apply to information that is already available to the public, known to the receiving party, disclosed by a third party, or independently developed by the receiving party.

The fifth section addresses the return of information. It states that each party must, upon request, return or destroy all materials containing the information and remove any stored information from computer systems.

The sixth section includes a disclaimer and warranty, indicating that the information provided may not be complete or fully accurate. It also states that neither party will have any liability for using the information by the other party.

The seventh section addresses the confidentiality of the agreement itself. It states that the existence and nature of the agreement must be kept confidential, and any announcement or circular regarding the agreement requires consent from both parties.

The eighth section outlines the remedies available in case of a breach of the agreement. It states that the disclosing party is entitled to remedies such as injunction and specific performance.

The ninth section addresses waiver. It states that a waiver of a failure to perform any provision of the agreement does not constitute a waiver of any other or further failure.

The tenth section prohibits the assignment of rights or obligations under the agreement.

The eleventh section confirms that the agreement constitutes the complete agreement between the parties and overrides any previous agreements or understandings.

The twelfth section clarifies that no license is granted under any intellectual property rights of either party.

The thirteenth section denotes the governing law and jurisdiction.

The fourteenth section addresses notices and service. It denotes the methods of delivering notices and the addresses of the parties for the purpose of the agreement.

The fifteenth and final section of the document states that a third party cannot enforce the rights of the agreement. 

In summary, the Mutual Non Disclosure Agreement (NDA) / Confidentiality Agreement for Business (Two way) is a comprehensive document that establishes a confidential relationship between two parties and outlines their obligations regarding the protection of confidential information.

 

How to use this document?

To use the Mutual Non-Disclosure Agreement (NDA) / Confidentiality Agreement for Business (Two-way), follow these steps:

1. Review the entire agreement to understand the obligations and responsibilities of both parties regarding the confidentiality of the information.

2. Enter the current date and the names of Party 1 and Party 2, along with their principal places of business.

3. If applicable, include the details of the confidential information in the schedule section.

4. Interpretation: Familiarize yourself with the key expressions used throughout the agreement.

5. Obligations of Confidentiality: Understand that both parties must maintain the confidentiality of the information and use it exclusively for the purpose defined in the agreement. Do not copy or reproduce any part of the information without prior written approval.

6. Confidentiality Measures: Take necessary steps to maintain the confidentiality of the disclosed information, including restricting access to approved representatives, keeping the information separate, applying appropriate security measures, and keeping a written record of the information received.

7. Exceptions to Confidentiality: Be aware of the exceptions to the confidentiality obligations, such as information that is publicly available or previously known to the receiving party. Understand that disclosure may be required by law or governmental authority.

8. Return of Information: Upon request, return or destroy all documents and materials containing the information. Continue to abide by the confidentiality obligations even after the completion of the purpose or the return/destruction of the information.

9. Disclaimer and Warranty: Understand that no representation or warranty is made regarding the accuracy, reliability, or completeness of the information. No intellectual property rights are granted under the agreement.

10. Confidentiality: Keep the existence and nature of the agreement confidential. Obtain approval for any announcement or circular related to the agreement.

11. Remedies: Understand the remedies available in case of breach of the agreement, including injunction, specific performance, and indemnification for any loss or harm.

12. Notices and Service: Follow the specified procedures for giving notices and service of the agreement.

13. No Rights under Contracts for Third Parties: Understand that third parties have no rights under the agreement.

By following these steps, you can effectively use the Mutual Non-Disclosure Agreement (NDA) / Confidentiality Agreement for Business (Two-way) to protect the confidential information exchanged between the parties.