This Mutual Non-Disclosure Agreement (“Agreement”) is entered as of (“Effective Date”) by and between and Nicholas Christ and/or the applicable affiliated company identified for the proposed opportunity (each a “Party,” together the “Parties”).
The Parties wish to explore a potential business relationship, joint venture, product-development effort, licensing opportunity, investment, strategic partnership or other collaboration (the “Purpose”). In connection with the Purpose, either Party may disclose Confidential Information to the other.
“Confidential Information” means non-public business, technical, financial, commercial, design, product, prototype, software, customer, supplier, pricing, intellectual-property or other information disclosed in any form that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
The receiving Party will use Confidential Information only for the Purpose and will protect it using at least reasonable care. Access may be shared only with employees, contractors, professional advisers or representatives who need the information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
If disclosure is required by law, regulation, court order or governmental process, the receiving Party may disclose only the portion legally required and, when legally permitted, will provide prompt notice so the disclosing Party may seek appropriate protection.
All Confidential Information remains the property of the disclosing Party. No disclosure grants any license, ownership interest or other right in patents, copyrights, trademarks, trade secrets or other intellectual property except as expressly agreed in a separate written agreement.
Neither Party is obligated to enter into a transaction, partnership, joint venture, license or other commercial relationship solely because Confidential Information is exchanged.
Upon written request, the receiving Party will return or destroy Confidential Information to the extent reasonably practicable, subject to ordinary archival, legal, compliance and backup-retention requirements.
This Agreement begins on the Effective Date and continues for years unless the Parties agree otherwise in writing. Confidentiality obligations for information disclosed during the term continue for years after disclosure, except that trade-secret information will be protected for so long as it remains a trade secret under applicable law.
This Agreement will be governed by the laws of , without regard to conflict-of-laws principles. This Agreement contains the Parties’ complete understanding regarding the confidentiality of information exchanged for the Purpose and may be amended only in writing signed by both Parties.