# MUTUAL NON-DISCLOSURE AGREEMENT (NDA)
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of **[Date, e.g., November 6, 2026]** ("Effective Date"), by and between:
- **Party A:** **[First Company Name / Individual]**, having its principal place of business at [Address of Party A] ("Disclosing/Receiving Party")
- **Party B:** **[Second Company Name / Individual]**, having its principal place of business at [Address of Party B] ("Disclosing/Receiving Party")
(Individually referred to as a "Party" and collectively as the "Parties").
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### 1. PURPOSE
The Parties wish to explore a potential business relationship or technical collaboration concerning **[Brief Purpose, e.g., joint software development, API integration, or investment consideration]** ("Purpose"). In connection with this Purpose, each Party may disclose proprietary and confidential information to the other.
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### 2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" refers to any non-public proprietary information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:
- Source code, software architecture, technical algorithms, and database schemas;
- Customer lists, sales figures, business plans, pricing models, and financial forecasts;
- Product roadmaps, UX wireframes, patent filings, and proprietary trade secrets.
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### 3. EXCLUSIONS FROM CONFIDENTIALITY
Confidential Information does not include information that:
1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
2. Was already in the rightful possession of the Receiving Party prior to disclosure without confidentiality restrictions;
3. Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information;
4. Is required to be disclosed by applicable law or court order, provided prompt written notice is given to the Disclosing Party.
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### 4. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees:
- To protect Confidential Information with the same degree of care it uses for its own confidential materials, but no less than a reasonable standard of care;
- Not to disclose Confidential Information to any third party without prior written consent, except to its employees, contractors, and legal advisors who have a need to know and are bound by confidentiality terms at least as restrictive as those herein;
- Not to reverse engineer, decompile, or disassemble any software or prototypes provided under this Agreement.
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### 5. TERM AND TERMINATION
This Agreement shall remain in effect for a period of **two (2) years** from the Effective Date, or until terminated by either Party upon thirty (30) days' written notice. The confidentiality obligations regarding trade secrets shall survive termination indefinitely.
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### 6. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the **State of [State/Country, e.g., Delaware, USA]**, without regard to conflict of law principles.
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### IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
**PARTY A:**
Signature: ___________________________
Printed Name: [Name of Authorized Representative]
Title: [Title, e.g., CEO / Founder]
Date: _______________________________
**PARTY B:**
Signature: ___________________________
Printed Name: [Name of Authorized Representative]
Title: [Title, e.g., Managing Partner]
Date: _______________________________