This agreement protects information both companies share while exploring a possible partnership. Each party completes its block, agrees to the terms below, and signs. Both sides disclose; both sides protect.
Each party (the Disclosing Party as to information it shares) may disclose non-public business, technical, or financial information to the other (the Receiving Party). The Receiving Party agrees to: use the information only for the Purpose above; limit access to people who need it and are bound by similar duties; protect it with at least reasonable care; and make no copies beyond what the Purpose requires.
These duties do not apply to information that is or becomes public through no fault of the Receiving Party, was already known to it, is independently developed without using the disclosure, or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice. On request or at the end of the term, each party returns or destroys the other's materials.
Money damages may be inadequate for a breach; either party may seek injunctive relief in addition to other remedies.
Each signer has authority to bind their company and agrees to the terms above. This is the entire agreement between the parties on this subject and may be changed only in a signed writing.
CONFIDENTIAL · Mutual NDA · Keep one signed copy per party