# Mutual Non-Disclosure Agreement (NDA)

> **⚠️ Legal template — review by a qualified attorney is required before use.** This is a generic, jurisdiction-neutral starting point provided by SentinelPanda. It is **not legal advice** and may not fit your jurisdiction, deal, or risk profile. Do not rely on it without counsel.

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] by and between **[Party A — legal name, entity type, address]** and **[Party B — legal name, entity type, address]** (each a "Party" and together the "Parties").

## 1. Purpose
The Parties wish to explore [describe purpose — e.g. a potential business relationship] (the "Purpose") and may disclose Confidential Information to one another for that Purpose.

## 2. Confidential Information
"Confidential Information" means non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

## 3. Exclusions
Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was lawfully known to the Recipient without obligation of confidence before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction.

## 4. Obligations
The Recipient shall: (a) use the Confidential Information only for the Purpose; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to its personnel and advisors who need to know it for the Purpose and are bound by confidentiality obligations no less protective than these.

## 5. Compelled disclosure
If legally compelled to disclose Confidential Information, the Recipient may do so provided it gives the Discloser prompt notice (where lawful) and reasonable cooperation to seek protective treatment.

## 6. Term
This Agreement applies to disclosures made during the period beginning on the Effective Date and ending [term — e.g. 2 years]. Confidentiality obligations survive for [survival period — e.g. 3 years] after disclosure (or indefinitely for trade secrets, to the extent they remain trade secrets).

## 7. No license; no warranty
No license or ownership right is granted by disclosure. Confidential Information is provided "as is" without warranty.

## 8. Return or destruction
Upon request or termination, the Recipient shall return or destroy Confidential Information, except copies retained for legal/compliance purposes or routine backups.

## 9. General
This Agreement is governed by the laws of [Governing law / jurisdiction]. It constitutes the entire agreement on its subject matter and may be amended only in writing signed by both Parties. Neither Party may assign it without the other's consent. If any provision is unenforceable, the remainder stays in effect.

**[Party A]**  · Signature: ______________  · Name/Title: ____________  · Date: __________

**[Party B]**  · Signature: ______________  · Name/Title: ____________  · Date: __________