CONFIDENTIAL
MUTUAL NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into as of the last date signed below (the “Effective Date”) by and
between ___________________, a ___________ corporation having its principal place of business at
___________________________________ ("MyCompany") and __________________________, a ___________
corporation whose principal mailing address is _____________________________________ (the "Second Party").
WHEREAS MyCompany and the Second Party (the “Parties”) have an interest in participating in
discussions wherein either Party might share information with the other that the disclosing Party considers to be
proprietary and confidential to itself (“Confidential Information”); and
WHEREAS the Parties agree that Confidential Information of a Party might include, but not be limited to
that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions,
processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings,
sketches, models, samples, tools, computer programs, technical information, or other related information;
NOW, THEREFORE, the Parties agree as follows:
1.
Either Party may disclose Confidential Information to the other Party in confidence provided that the
disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written
materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying
the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-
mail or written correspondence, or via other means of communication as might be appropriate.
2.
When informed of the proprietary and confidential nature of Confidential Information that has been
disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of _____ years from the date of
disclosure, refra