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Non-disclosure agreement (mutual, standard)

This is a mutual non-disclosure agreement which protects the information of both parties. Under the agreement, each party undertakes to keep the confidential information of the other party secret and not to disclose it except in defined, limited circumstances.

Businesses may use a mutual non-disclosure agreement even where it is not certain that both parties will be supplying confidential information. There are two good reasons for doing this: first, it is often easier to agree the terms of a mutual document; second, if a party does in fact want to supply confidential information further down the line, then it saves having to enter into a new agreement.

We also provide a more detailed ("premium") version of this mutual NDA. That more detailed version treats the obligations of each party separately, allowing for divergence in the parties' obligations. It also includes, in addition to the clauses in this document, clauses covering publicity, warranties and IPR.

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Non-disclosure agreement (mutual, standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Confidentiality obligations:
    First Party
    confidentiality undertaking;
    Second Party
    confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
  4. Termination: termination by either party at will.
  5. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  6. Equitable relief: injunctive or other equitable relief.
  7. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
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