Two way Non Disclosure agreement for discussion of business relationship. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This form is looser and easier to comply with by the parties.
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.
To the extent that any Information is stored within a computer system or is stored in machine-readable form the receiving party shall ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement. The receiving party shall enforce the obligations set out in this clause at its own expense and at the request of the disclosing party insofar as any breach of those obligations relates to the unauthorised disclosure of the other's Information.
The undertakings contained in Clause 2 shall not apply to any Information in relation to which the receiving party can demonstrate that that Information:
(a) was, is or has become lawfully available to the public otherwise than through breach of this Agreement; or
(b) was previously known to and at the free disposal of the receiving party;
(c) was disclosed to the receiving party by a third party having the right to make that disclosure; or
(d) is at any time independently developed by the receiving party without the Information.