Sample: Mutual Non-Disclosure Agreement
The Pre-Seed Legal Pack includes 10 founder-ready legal templates covering the essential documents you need before raising your first round. Every template is written in plain English, formatted for immediate use, and includes guidance notes explaining key clauses. Below is a preview of just one deliverable — the Mutual NDA.
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date], by and between:
“Disclosing Party” / “Company” — [Company Name], a [State] corporation with its principal place of business at [Company Address], and
“Receiving Party” — [Receiving Party], an individual or entity with a principal address at [Receiving Party Address].
The Disclosing Party and the Receiving Party are each referred to herein individually as a “Party” and collectively as the “Parties.” The Parties wish to explore a potential business relationship (the “Purpose”) and, in connection therewith, may disclose to each other certain confidential and proprietary information. The Parties agree as follows:
“Confidential Information” means any and all non-public, proprietary, or confidential information disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to: business plans, financial projections, customer lists, technical data, product roadmaps, trade secrets, inventions, patent applications, source code, algorithms, software architecture, marketing strategies, pricing models, partnership arrangements, and any other information 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.
Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information of the Disclosing Party. Information disclosed orally shall be deemed Confidential Information if it is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter.
The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party:
(a) Disclose Confidential Information to any third party, except to those of its employees, officers, directors, contractors, and advisors (collectively, “Representatives”) who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein;
(b) Use Confidential Information for any purpose other than the Purpose, including but not limited to the development, manufacture, marketing, or sale of any product or service;
(c) Copy or reproduce Confidential Information except as reasonably necessary for the Purpose, provided that all such copies bear the same confidentiality notices as the originals; or
(d) Reverse-engineer, decompile, or disassemble any Confidential Information, including but not limited to software, prototypes, or samples provided by the Disclosing Party.
The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
This Agreement shall remain in effect for a period of two (2) years from the date first written above (the “Term”), unless terminated earlier by either Party upon thirty (30) days’ written notice to the other Party. The obligations of confidentiality set forth herein shall survive the termination or expiration of this Agreement and shall continue for a period of three (3) years following such termination or expiration, or for so long as the Confidential Information remains a trade secret under applicable law, whichever is longer.
The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party can demonstrate through competent evidence:
(a) Was already known to the Receiving Party at the time of disclosure, without obligation of confidentiality, as evidenced by written records predating such disclosure;
(b) Is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party;
(c) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as demonstrated by contemporaneous written documentation; or
(d) Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality with respect to such information.
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy.
10 professionally drafted legal templates. Founder-friendly language. Guidance notes on every clause. One-time purchase, use them forever.
Secure checkout via Stripe. Instant download after purchase.