Non Disclosure Agreement for a basic information exchange agreement applicable where two parties are agreeing to exchange confidential information before concluding a binding joint venture agreement. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This is drafted in neutral form.
Party 1 and Party 2 have each requested the other to make available confidential information concerning the other, its subsidiaries and their businesses for the purposes of evaluating a transaction relating to a possible joint venture in the field between Party 1 and Party 2. The parties, for their mutual benefit, have exchanged and wish to further exchange such confidential information subject to the terms and conditions of this Agreement.
In consideration of the mutual exchange and disclosure of the Information, each party undertakes in relation to the other's Information:
(a) to keep the information confidential and to use the Information exclusively for the Purpose and for no other purpose;
(b) not to copy, reproduce or reduce to writing any part of the Information except as may be reasonably necessary for the Purpose and that any such copies or reductions to writing shall be the property of the disclosing party;
(c) not to use, reproduce, transform or store any of the Information in an externally accessible computer or electronic information retrieval system; and
(d) not to transmit any of the Information in any form or by any means whatsoever outside of its usual place of business.
This document should be carefully read by the Discloser and the Disclosee. Both parties should sign and return a copy, and once signed, both parties should get a copy.
This Non-Disclosure Agreement (NDA) may be used when confidential information is disclosed between the discloser and the disclosee, to ensure confidentiality.
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.
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