Mutual Non-disclosure Agreement (NDA)

THIS MUTUAL NONDISCLOSURE AGREEMENT (the “Agreement”) is effective as of [DATE] between, headquartered at 8001 S-IH 35 Ste 2431, Austin, TX 78744, and [NAME],  [ADDRESS].

Purpose.  Together we (“Discloser” and “Recipient”) intend to discuss an opportunity (the “Opportunity”), which may include disclosure of Confidential Information.

Confidential Information is information disclosed in any form that Discloser tells Recipient to keep confidential, including copies of such information.  Confidential Information does not include information which (1) was publicly available prior to discussions between the parties; (2) becomes publicly available through no fault of the Recipient; (3) was in Recipient’s possession prior to discussions between the parties; (4) is obtained by Recipient from a third party without a breach of confidentiality; (5) is independently developed or obtained by Recipient without use of or reference to Discloser’s Confidential Information; (6) Recipient is required by law to disclose; or (7) both Discloser and Recipient have known for more than two years. Recipient will take reasonable steps to protect Discloser’s Confidential Information and will promptly let Discloser know if that information becomes public.

Non-use and Non-disclosure.  Together we agree only to use each other’s Confidential Information to decide whether to pursue the Opportunity and not for any other purpose.  We also agree not to disclose each other’s Confidential Information to anyone not involved in helping evaluate the Opportunity.

Remedies.  The following sentence includes “magic legalese” for Discloser’s benefit, and in plain language it says that leaking the Discloser’s Confidential Information is harmful (causes “irreparable injury”) and if it happens Discloser can have a judge tell Recipient to keep quiet (“injunctive relief”). Together we agree that any violation or threatened violation of this Agreement will cause irreparable injury to Discloser, entitling Discloser to seek injunctive relief.

Assignment. Assignment of the Agreement without the non-assigning party’s written permission is void. That’s the magic legalese version, in plain language it means that the Agreement is between us and nobody can replace us in the Agreement without our consent.

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