Mutual Confidential Disclosure Agreement

MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT
Between
YOUR COMPANY. AND ___________________________________
This Agreement is entered into this 23rd day of July 2010 by and between Your Company, a ________ (state)
corporation with offices at ___________________ and _____________________., a ____________________
corporation with offices at:
________________________________________________________________________________________.
WHEREAS, each party has developed certain technical or business information which it treats as confidential
(“Confidential Information”); and
WHEREAS, the parties, for their mutual benefit, desire to disclose to each other Confidential Information in
connection with discussions between their authorized representatives for the purpose of
________________________________________________________________________ by Your Company.
as well as any other business relationships the parties may agree to explore.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree
as follows:
1. “Confidential Information” shall mean any information and data, including but not limited to proprietary,
technical, development, marketing, sales, operating, performance, cost, know-how, business and process
information, computer programming techniques, projections, intended employee hires and all record bearing
media containing or disclosing such information and techniques, which is disclosed by one party
(“Discloser”) to the other party (“Recipient”) pursuant to this Agreement. When appropriate, the term shall
also include any samples, models or prototypes, or parts thereof.
The confidentiality obligations of this Agreement shall not apply to any information which (a) is already in
the public domain through no breach of this Agreement; (b) was lawfully in Recipient’s possession prior to
receipt from the Discloser, as demonstrated by documentary evidence; (c) is received by Recipient
independently from a third party free to lawfully disclose such information to Recipient; or (d) is
subsequently independently developed by Recipient. Confidential Information shall not be deemed to be in
the public domain merely because any part of the Confidential Information is embodied in general
disclosures or because individual features, components or combinations thereof are now or become known
to the public.
2. Any and all information made available in written form by one party to the other, reproduced by any means,
whether delivered orally or conveyed by electronic or any other methods, and whether or not specifically
marked or identified as confidential, shall be treated as Confidential Information.
3. All Confidential Information delivered pursuant to this Agreement shall (a) not be copied, distributed or
disseminated in any way or form by Recipient without the prior written consent of the Discloser, unless
done pursuant to court order; (b) shall be maintained in confidence and may only be disclosed to those
employees and advisors of Recipient who have a need to know of such information in specific connection
with the contemplated subject matter of the parties’ relationship; (c) shall not be used by Recipient for any
commercial purpose whatsoever (except for the limited purpose set forth above) without the prior written
consent of the Discloser; and (d) shall remain the property of and be returned to the Discloser or destroyed
by the Recipient (along with all copies thereof and all analyses and reports incorporating the same) within
ten (10) days of receipt by Recipient of written request therefor from Discloser.
4. Unless otherwise mutually agreed to in writing, Recipient’s obligations hereunder with respect to each item
of Confidential Information shall expire three (3) years from the date of receipt by Recipient.
5. The parties shall have no obligation to enter into any further agreement with each other. It is understood and
agreed that no warranties of any kind are given by the Discloser with respect to Confidential information
provided hereunder except that the Discloser warrants it has the right to make the disclosure. The parties
also understand that no patent, copyright, trademark or other proprietary right or license is granted by this
Agreement.
6. Each party agrees that any breach or threatened breach of any of its obligations under this Agreement will
cause immediate and irreparable harm to the other party for which monetary damages alone may not be
adequate compensation. Accordingly, each party shall, in addition to and not in limitation of any other
rights, remedies or damages available at law or in equity, be entitled to equitable relief by way of temporary
or permanent injunction and to such other relief as a court of competent jurisdiction may deem just and
proper.
7. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such
unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in
such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
8. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior
communications, agreements and understandings relating to the subject matter hereof and shall be governed
by and construed under the laws of the State of California and the United States of America without regard
to conflicts of law principles. The parties hereby consent and submit to the exclusive personal and subject
matter jurisdiction of the state and federal courts located in California. Trial by jury in any action,
proceeding or counterclaim hereunder is hereby waived. Service of process in any action, proceeding or
counterclaim arising hereunder may be made by certified or registered mail, return receipt requested, or by
recognized overnight express courier providing for proof of delivery, each party hereby waiving the
requirement for notice by any other means.
YOUR COMPANY.
By: Your Name

Your Title
____________________________
Signature
Date: ______________
OTHER PARTY: _____________________________________
By:_________________________
Name:
Title:
____________________________
Signature
Date:_______________________

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MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT

By: Your Name

OTHER PARTY: _____________________________________

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