Mutual Non-Disclosure Agreement Template

DATE: [DD MONTH YYYY]

PARTIES
(1) [PARTY A LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party A); and
(2) [PARTY B LEGAL NAME], company number [NUMBER], whose registered office is [ADDRESS] (Party B).

Each signatory confirms authority to bind the relevant party.

1. PURPOSE
The parties wish to exchange confidential information solely to evaluate or perform [PROJECT / TRANSACTION] (Purpose).

2. CONFIDENTIAL INFORMATION
Confidential Information means non-public commercial, technical, financial, customer, supplier, security, product and strategic information disclosed in any form and reasonably understood to be confidential.

3. OBLIGATIONS
The receiving party shall use Confidential Information only for the Purpose, protect it with at least reasonable care and disclose it only to representatives who need it and are bound by equivalent duties.

4. EXCLUSIONS
The duties do not apply to information the recipient can evidence was lawfully known without restriction, becomes public without breach, is received lawfully from another source or is independently developed.

5. REQUIRED DISCLOSURE
If law or a competent authority requires disclosure, the recipient shall, where lawful, give prompt notice and disclose only what is required.

6. OWNERSHIP AND NO LICENCE
Information remains the discloser's property. No IP licence, partnership, agency or commitment to proceed is created.

7. RETURN OR DELETION
On request the recipient shall return or securely delete information, except lawful backups or records required to be retained and kept protected.

8. DURATION AND REMEDY
These duties continue for [NUMBER] years from disclosure; trade secrets remain protected while legally secret. The parties acknowledge damages may be inadequate for misuse, subject to applicable law.

SCHEDULE 1 — AUTHORISED PURPOSE AND CONTACTS
Purpose: [DETAIL]
Permitted representatives: [DETAIL]
Special exclusions / retained copies: [DETAIL]

GENERAL
Notices must be sent to the addresses and emails stated in Schedule 2. Neither party may assign this agreement without written consent, except as expressly agreed. This agreement and its schedules contain the entire agreement on its subject. A variation must be signed by authorised representatives. If a provision is invalid, the remainder continues. Delay in enforcement is not a waiver. No third party has a right to enforce this agreement unless stated.

GOVERNING LAW AND DISPUTES
This agreement is governed by the law of England and Wales [CHANGE IF REQUIRED]. The courts of England and Wales have exclusive jurisdiction [OR INSERT AGREED ARBITRATION / MEDIATION PROCESS].

SIGNATURES
For Party A: [NAME / TITLE / SIGNATURE / DATE]
For Party B: [NAME / TITLE / SIGNATURE / DATE]

SCHEDULE 2 — NOTICES AND PAYMENT
Party A notice email: [EMAIL]
Party B notice email: [EMAIL]
Payment currency: [GBP / EUR / USD]
Account name: [LEGAL NAME]
Account / IBAN: [DETAILS]
SWIFT / BIC: [CODE]
Payment reference: [REFERENCE]