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 form is looser and easier to comply with by the parties.
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The Mutual Non Disclosure Agreement (NDA) / Confidentiality Agreement for Joint Venture (Two way) is a document that establishes a confidential relationship between two parties, Party 1 and Party 2, who are considering a joint venture in the field of transaction. The agreement is entered into on the current date.
The importance of this document lies in its ability to protect the confidential information exchanged between the parties during the evaluation of the joint venture. By signing this agreement, both parties agree to keep the information confidential and to use it exclusively for the purpose of evaluating the transaction.
The document begins with a definition section, which clarifies the meaning of terms used throughout the agreement. This ensures that both parties have a clear understanding of the terms and can avoid any misunderstandings.
The obligations of confidentiality are outlined in Section 2 of the agreement. Each party undertakes to keep the information confidential and to use it exclusively for the purpose stated in the agreement. The parties are also prohibited from copying, reproducing, or storing the information in an externally accessible computer or electronic information retrieval system, except on a cloud-based storage system that provides adequate protection.
Section 3 of the agreement outlines the confidentiality measures that both parties must take to keep the disclosed information confidential. This includes not disclosing the information to anyone other than approved representatives who require access to the information for the purpose. The receiving party must also apply no lesser security measures to the information than those applied to its own confidential information.
The agreement also addresses the return of information in Section 5. Upon written request, each party must return or destroy all documents and materials containing the information. However, reports, notes, or other material prepared by the receiving party or its advisers that incorporate the information are not required to be returned or destroyed.
The document concludes with provisions regarding announcements, remedies, waiver, assignment, entire agreement, rights under contracts for third parties, governing law and jurisdiction, and notices and service.
Overall, this Mutual Non Disclosure Agreement is crucial for protecting the confidential information exchanged between Party 1 and Party 2 during the evaluation of the joint venture. It establishes clear obligations of confidentiality and provides a framework for the parties to follow in order to protect each other's information.
1. Identify the parties: Enter the names of Party 1 and Party 2, along with their principal places of business. This ensures that both parties are clearly identified.
2. Understand the purpose: The purpose of the agreement is to evaluate a possible joint venture in the field of transaction between Party 1 and Party 2. Familiarize yourself with the purpose to ensure that all discussions and negotiations are in line with this objective.
3. Maintain confidentiality: Both parties must keep the disclosed information confidential and use it exclusively for the purpose stated in the agreement. Do not disclose the information to anyone other than approved representatives who require access to the information.
4. Take necessary security measures: Apply appropriate security measures to the information to prevent unauthorized access, copying, or use. Ensure that all documents or records containing the information are kept at the premises and not removed without prior written approval.
5. Return or destroy information: Upon written request, return all documents and materials containing the information. Alternatively, if required, destroy all material containing the information and secure any information stored in computer systems.
6. Seek approval for announcements: Keep the existence and nature of the agreement confidential. Any announcement or circular relating to the agreement must be approved by both parties.
7. Understand remedies: Both parties acknowledge that damages may not be an adequate remedy for a breach of the agreement. The disclosing party is entitled to remedies such as injunction and specific performance.
8. Comply with governing law and jurisdiction: The agreement is governed by a specific jurisdiction. Familiarize yourself with the applicable laws and jurisdiction.
9. Follow notice and service requirements: Any notice must be served by hand, email, or post in accordance with the specified requirements. Ensure that notices are given within the specified timeframes.
10. Seek legal advice if needed: If you have any doubts or questions regarding the agreement, consult with a legal professional to ensure compliance and understanding of the terms.