Mutual Non-Disclosure Agreement (NDA) Clause Builder

MUTUAL NON-DISCLOSURE AGREEMENT
Effective Date: October 12, 2026

This Non-Disclosure Agreement ("Agreement") is entered into between [Party A] and [Party B] (each a "Party" and together the "Parties") for the purpose of evaluating a potential business relationship.

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by either Party, whether written, oral, or in any other form, that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. OBLIGATIONS
Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely for the purpose stated above.

3. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

4. TERM
This Agreement remains in effect for 2 years from the Effective Date. The confidentiality obligations survive termination of this Agreement with respect to Confidential Information disclosed during its term.

5. RETURN OF MATERIALS
Upon written request, each party will promptly return or destroy all materials containing the other party's Confidential Information.

6. NO LICENSE
Nothing in this Agreement grants either party any license or rights to the other party's intellectual property, except the limited right to use Confidential Information for the stated purpose.

7. REMEDIES
Each party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages would be an inadequate remedy, entitling the non-breaching party to seek injunctive relief in addition to any other available remedies.

8. GOVERNING LAW
This Agreement is governed by the laws of [State/Country], without regard to conflict of law principles.

SIGNATURES

[Party A]
By: ______________________     Date: __________

[Party B]
By: ______________________     Date: __________

--- This is a generic starting-point template, not legal advice. Have a lawyer review and adapt it before using it as a binding agreement. ---