This mutual nondisclosure agreement is between of , and Rocksteady Consulting, a[n] Pennsylvania Limited Liability Corporation.
Each party has developed certain confidential information that it may disclose to the other party for the purpose of [why the parties are exchanging information].
The parties therefore agree as follows:
Each party (in such capacity, a “Disclosing Party”) may disclose certain of its confidential and proprietary information to the other party (in such capacity, a “Receiving Party”). “Confidential Information” means:
(a) information relating to the Disclosing Party or its current or proposed business, including financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, whether provided orally, in writing, or by any other media, that was or will be:
(b) all notes, analyses, compilations, studies, summaries, and other material, whether provided orally, in writing, or by any other media, that contain or are based on the information described in subsection (a) (the “Derivative Materials”).
The Disclosing Party shall identify Confidential Information disclosed orally within a reasonable time after disclosure, although failure to identify information as Confidential Information is not an acknowledgment or admission that that information is not confidential.
(a) Confidentiality. The Receiving Party shall keep the Confidential Information confidential. Except as otherwise required by law, the Receiving Party may not:
(b) No Reverse Engineering. The Receiving Party may not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Disclosing Party’s Confidential Information and that are provided to the Receiving Party under this agreement.
(c) Term. The Receiving Party shall maintain the confidentiality and security of the Disclosing Party’s Confidential Information until the earlier of: (i) such time as all Confidential Information of the Disclosing Party disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Receiving Party or (ii) [Number] years from the date of disclosure. However, to the extent that the Disclosing Party has disclosed information to the Receiving Party that constitutes a trade secret under law, the Receiving Party shall protect that trade secret for as long as the information qualifies as a trade secret.
The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that the Receiving Party demonstrates:
If a protective order or other remedy is not obtained or the Disclosing Party grants a waiver under this agreement, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or otherwise required to disclose. The Receiving Party shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed; or
All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either party to the other party, and all copies in the possession of the other party, are and will remain the property of the Disclosing Party. At the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all of those documents or objects.
Each party acknowledges that the Confidential Information is and will be the Disclosing Party’s sole property, even if suggestions made by the Receiving Party are incorporated into the Confidential Information. Neither party obtains any rights, by license or otherwise, in the other party’s Confidential Information. Neither party solicits any change in the other party’s organization, business practice, service, or products, and the disclosure of the Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither party may use the other party’s Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.
Nothing in this agreement obligates either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this agreement concerning the business opportunity, if any, and to cease further disclosures, communications, or other activities under this agreement on written notice to the other party. Any commitment to proceed with a transaction will be set forth in a separate agreement signed by the parties.
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY SUCH INFORMATION.
Each party is signing this agreement on the date stated opposite that party’s signature.
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Signed by Apollo Mondesir
Signed On: January 13, 2023
If you have questions about the contents of this document, you can email the document owner.
Document Name: Mutual NDA
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