Mutual Non-Disclosure Agreement (NDA) — 2026 template

This Mutual Non-Disclosure Agreement ("Agreement") is entered into on [Effective date] between [Party A legal name], a [State and entity type], with its principal office at [Address] ("Party A"), and [Party B legal name], a [State and entity type], with its principal office at [Address] ("Party B"). Each party may disclose ("Discloser") or receive ("Recipient") Confidential Information.

1. Purpose

The parties wish to exchange information to evaluate (Purpose, e.g. a potential business relationship concerning [subject]) (the "Purpose").

2. Confidential Information

"Confidential Information" means all non-public business, technical, financial or other information disclosed by Discloser, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including [Examples: product plans, source code, customer lists, pricing].

Confidential Information does not include information that Recipient can show: (a) is or becomes publicly available through no fault of Recipient; (b) was lawfully known to Recipient before disclosure; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Confidential Information.

3. Obligations of Recipient

• Use Confidential Information only for the Purpose.
• Protect it with at least the same care Recipient uses for its own similar information, and no less than reasonable care.
• Disclose it only to its employees, contractors and advisers who need to know it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement.
• Not reverse engineer any prototypes, software or materials received.
• Promptly notify Discloser of any unauthorized use or disclosure.

4. Compelled Disclosure and Permitted Reporting