NDA Template for Product Brands

Template Series · Legal & Operations

Mutual Non-Disclosure Agreement

Confidentiality Agreement

Mutual - Both Parties Bound

Effective Date

________________

Term

2 Years

Confidentiality Survives

3 Years Post-Term

Governing Law

________________

Purpose of Disclosure

evaluating a potential business relationship between the parties

1Definitions

1.1"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to: pricing, margins, customer and supplier lists, product designs and specifications, business plans, financial data, trade secrets, and marketing strategies.

1.2"Purpose" means: evaluating a potential business relationship between the parties.

1.3"Representatives" means a party's directors, officers, employees, legal counsel, and financial advisors who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

2Obligations

2.1Each party (in its capacity as "Receiving Party") agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the Purpose; and (d) limit access to Confidential Information to its Representatives who need to know it for the Purpose.

2.2Each Receiving Party is responsible for any breach of this Agreement by its Representatives. Each party shall promptly notify the other upon becoming aware of any unauthorised access to or disclosure of Confidential Information.

2.3Confidential Information shall not be copied, reproduced, or summarised in any form beyond what is reasonably necessary for the Purpose, and any such copies shall be subject to the same obligations as the original.

3Exclusions

3.1The obligations in Section 2 do not apply to information that the Receiving Party can demonstrate:

• a Is or becomes publicly available through no act or omission of the Receiving Party;
• b Was already known to the Receiving Party prior to disclosure, as evidenced by written records predating the disclosure;
• c Is lawfully received from a third party who is not under any obligation of confidentiality with respect to such information;
• d Is independently developed by the Receiving Party without reference to or use of the Confidential Information; or
• e Is required to be disclosed by applicable law, regulation, or court order - provided that the Receiving Party gives the Disclosing Party prompt prior written notice (where permitted by law) and cooperates with any effort to seek a protective order or limit the scope of disclosure.

4Term & Survival

4.1This Agreement commences on the Effective Date and continues for a period of two (2) years, unless earlier terminated by mutual written consent or as provided in Section 4.2.

4.2Either party may terminate this Agreement upon 30 days' written notice. Termination does not affect the confidentiality obligations with respect to information already disclosed.

4.3The confidentiality obligations in Section 2 shall survive expiry or termination of this Agreement for a further period of three (3) years. Obligations with respect to trade secrets shall survive indefinitely or for as long as the information remains a trade secret under applicable law.

5Return & Destruction

5.1Upon written request by the Disclosing Party, or upon termination or expiry of this Agreement, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information, including all copies, notes, and summaries, and shall certify such destruction in writing upon request.

5.2The Receiving Party may retain Confidential Information to the extent required by applicable law or regulation, or contained in electronic backup systems that are not reasonably accessible, provided such retained information remains subject to the confidentiality obligations of this Agreement.

6No Licence or Obligation

6.1Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, or any product or service. The disclosure of Confidential Information does not obligate either party to enter into any further agreement or business relationship.

6.2Nothing in this Agreement restricts either party from independently developing products, services, or concepts that may be similar to information disclosed hereunder, provided such development does not use or reference the Confidential Information.

7Remedies

7.1Each party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post a bond.

8General Provisions

8.1Governing Law. This Agreement is governed by the laws of ________________, without regard to conflict-of-law principles.

8.2Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions and understandings. It may only be amended by a written instrument signed by both parties.

8.3Severability. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full force.

8.4Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures (including DocuSign, Adobe Sign, and email confirmation of a PDF) shall be deemed valid and binding.

8.5No Waiver. Failure to enforce any provision of this Agreement on any occasion shall not constitute a waiver of that provision or any other provision.

✦Execution

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.