/Docs/G/WorldCC/Cooperate-CmA/Form/-NDA/-Mutual/0.md
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Mutual Non-Disclosure Agreement

{P1.Name.Full}
{P2.Name.Full}
Effective Date: {EffectiveDate.YMD}


By and Between:
  • {P1.US.Contract.Among.Sec}
  • {P2.US.Contract.Among.Sec}
Each a "Party" and collectively the "Parties."

This Agreement is made as of {EffectiveDate.YMD} (the "Effective Date"), by and between the Parties.


Recitals


In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Confidentiality
    Each Party (a "Disclosing Party") may disclose Confidential Information to another Party (a "Receiving Party").
    1. Confidentiality Engagements
      1. Disclose
        Subject to Section 1.3, Receiving Party will hold in strict confidence and not disclose any Confidential Information of Disclosing Party.
      2. Use
        Receiving Party will use Confidential Information of Disclosing Party only for the Purpose.
      3. Care
        Receiving Party will protect Confidential Information with a degree of care that is:
        1. at least the same degree of care as Receiving Party uses to protect its own confidential information; and
        2. at least a reasonable degree of care.
      4. Access
        {AltPrompt}: (copy)- "Conf.Engage.Access.sec={Conf.Engage.Access.AltX.sec}" where X is 1-2:
        1. Receiving Party is an individual and will not permit any other person to have access to Confidential Information of Disclosing Party.
        2. Receiving Party will limit access to Confidential Information of Disclosing Party only to {AltPrompt}: Select one (copy)- "Conf.Engage.Access.Role.sec={Conf.Engage.Access.Role.AltX.sec}" where X is 1-3:
          1. {PersonList.cl}
          2. those of Receiving Party's employees or authorized representatives
          3. those of Receiving Party's employees, officers, directors, lawyers, and accountants
          {AltPrompt}: Select one (copy)- "Conf.Engage.Access.Cond.sec={Conf.Engage.Access.Cond.AltX.sec}" where X is 1-3:
          1. who have a need to know
          2. who have a need to know and who have signed confidentiality obligations at least as restrictive as those contained in this Agreement
          3. who have a need to know and who have signed confidentiality obligations at least as restrictive as those contained in this Agreement in a form approved in advance by Disclosing Party
          .
      5. Copy
        Receiving Party will not reproduce Confidential Information of Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by Receiving Party of any Confidential Information of Disclosing Party will remain the property of Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Disclosing Party.
      6. Decompile
        Receiving Party agrees that software programs of Disclosing Party contain valuable confidential information and Receiving Party agrees that it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in Confidential Information of Disclosing Party without the prior written consent of Disclosing Party.
      7. Sell
        Receiving Party will not make, have made, use, or sell for any purpose any service, product, or item using, incorporating, or derived from any Confidential Information of Disclosing Party.
    2. Term of Confidentiality
      {AltPrompt}: Select one (copy)- "Conf.Life.sec={Conf.Life.AltX.sec}" where X is 1-3:
      1. Receiving Party's obligations with respect to all Confidential Information of Disclosing Party will terminate only pursuant to Section 1.3.
      2. Receiving Party's obligations with respect to all Confidential Information of Disclosing Party will terminate on the earlier of {End.YMD} or when all such information has become subject to an exclusion from confidentiality pursuant to Section 1.3.
      3. Receiving Party's obligations with respect to each element of Confidential Information of Disclosing Party will terminate on the earlier of {DurationOfConfidentiality.TimeSpan} after the time such element was communicated by Disclosing Party to Receiving Party or when all such information has become subject to an exclusion from confidentiality pursuant to Section 1.3.
    3. Exceptions to Confidentiality
      1. Receiving Party will not have any obligations under this Agreement with respect to a specific portion of Confidential Information if Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:
        1. was in the public domain at the time it was disclosed to Receiving Party;
        2. entered the public domain subsequent to the time it was disclosed to Receiving Party, through no fault of Receiving Party;
        3. was in Receiving Party's possession free of any obligation of confidence at the time it was disclosed to Receiving Party;
        4. was rightfully communicated to Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to Receiving Party; or
        5. was developed by employees or agents of Receiving Party who had no access to any Confidential Information.
      2. Notwithstanding any other provisions of this Agreement, Receiving Party may disclose Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, and provided that, to the extent permitted by law Receiving Party gives Disclosing Party reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that Confidential Information so disclosed be used only for the purposes required by the law, regulation, or order.
  2. Relationship
    1. Termination
      1. Term
        This Agreement will terminate on {End.YMD}.
      2. Termination
        This Agreement may be terminated by either Party at any time upon thirty (30) days written notice to the other Party.
      3. Survival
        The provisions of Section 2.9 (Disputes) will survive termination of this Agreement.
    2. Amendment
      No modification of or amendment to this Agreement will be effective unless in writing and signed by the Party to be charged.
    3. Successors and Assigns
      1. Limit
        1. A Party will not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without the other Party's prior written consent.
        2. The other Party may refuse consent for any legitimate reason.
        3. As an exception, even without the other Party's consent, a Party may assign this Agreement to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.
      2. Void
        Any attempted assignment, subcontract, delegation, or transfer in violation of this Section 2.3 will be null and void.
      3. Benefit
        This Agreement will be for the benefit of each Party's successors and assigns.
      4. Binding
        This Agreement is binding on each Party's successors and assigns.
    4. Limits
      1. No Agreement to Deal
        Neither this Agreement nor the disclosure of any Confidential Information hereunder shall result in any obligation on the part of either Party to:
        1. enter into any further agreement with another Party; or
        2. disclose any particular Confidential Information.
      2. No Agency
        1. The Parties are independent contractors with respect to one another.
        2. Nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship between the Parties or any of their respective employees or agents.
        3. No Party is authorized to make any representation, contract, or commitment on behalf of another Party.
    5. Ownership
      Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of Disclosing Party, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
    6. Representation Against Violation of Third-Party Intellectual Property Rights
      Disclosing Party represents that its communication of Confidential Information to Receiving Party does not violate any law or proprietary rights of, or agreement with, any third party.
    7. Export Control Laws
      Receiving Party will not export, directly or indirectly, any technical data or products, in violation of the applicable export laws or regulations.
    8. Remedies
      1. Return or Destruction
        Upon termination or expiration of this Agreement, or upon written request of either Party, Receiving Party will promptly return to Disclosing Party or destroy all documents and other tangible materials representing Confidential Information and all copies thereof.
      2. Notice of Leak
        Receiving Party will immediately notify Disclosing Party upon discovery of any loss or unauthorized disclosure of Confidential Information.
      3. Injunctions
        The Parties acknowledge and agree that each Party:
        1. would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms;
        2. could not be adequately compensated in all cases by monetary damages alone for a breach of this Agreement by another Party;
        3. shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to obtain temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches by another Party; and
        4. shall not be required to post any bond or give any other undertaking.
    9. Disputes
      1. Notices
        Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated:
        1. by personal delivery - when delivered personally;
        2. by overnight courier - upon written verification of receipt;
        3. by telecopy or facsimile transmission - upon acknowledgment of receipt of electronic transmission; or
        4. by certified or registered mail, return receipt requested - upon verification of receipt.
        Notice will be sent to the addresses set forth at the bottom of this Agreement or such other address as either Party may specify in writing.
      2. Law
        This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of {Law.State.the}, without giving effect to any conflicts of laws principles that require the application of the law of a different state.
      3. Tribunal
        Except as otherwise provided in this Agreement, any Legal Proceeding arising out of or relating to this Agreement shall be brought in {Tribunal.cl}. Each of the Parties:
        1. irrevocably submits to the exclusive jurisdiction of such Tribunal in any such Legal Proceeding;
        2. waives any objection it may now or hereafter have to venue or to convenience of forum;
        3. agrees that all claims in respect of such Legal Proceeding shall be heard and determined only in any such Tribunal, and;
        4. agrees not to bring any Legal Proceeding arising out of or relating to this Agreement in any other tribunal, court, or arbitral forum.
        Each Party acknowledges and agrees that these provisions regarding dispute resolution constitute a voluntary and bargained-for agreement between the Parties.
      4. Summons
        Service of process in any Legal Proceeding referred to in Section 2.9.3 may be served on any Party anywhere in the world, including by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 2.9.1. Nothing in this Section 2.9.4 will affect the right of any Party to serve legal process in any other manner permitted by law.
      5. Legal Costs
        In the event any Legal Proceeding is brought in respect of this Agreement or any of the documents referred to in this Agreement, the prevailing Party will be entitled to recover reasonable attorneys' fees and other costs incurred in such Legal Proceeding, in addition to any relief to which such Party may be entitled.
  3. Miscellaneous
    1. Counterparts
      This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
    2. Entire Agreement
      This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the Parties with respect to such matters.
    3. Interpretation to Make Valid
      If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will 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.
    4. Waiver
      Any waiver or failure to enforce any provision of this Agreement by a Party on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  4. Interpretation
    1. Definitions
    2. Usage
      1. In this Agreement, unless expressly stated otherwise:
        1. the singular includes the plural and vice versa;
        2. reference to any Person includes such Person's successors and assigns, if applicable, but only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;
        3. reference to a gender includes the other gender;
        4. reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with its terms;
        5. reference to any Legal Requirement means that Legal Requirement as from time to time in effect, including any amendment, modification, codification, replacement, or reenactment of such Legal Requirement;
        6. reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement as from time to time in effect, including any amendment, modification, codification, replacement, or reenactment of such section or other provision;
        7. "hereunder," "hereof," "hereto," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other provision of this Agreement;
        8. "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term;
        9. "or" is used in the inclusive sense of "and/or";
        10. "any" means "any and all";
        11. with respect to the determination of any period of time, "from" means "from and including" and "to" means "to but excluding"; and
        12. a reference to a document, instrument, or agreement also refers to all addenda, exhibits, or schedules thereto.
      2. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party as having been drafted by it will not apply to any construction or interpretation of this Agreement.
      3. The headings contained in this Agreement are for convenience of reference only, shall not be deemed to be part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.


Signature
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
{P1.US.Contract.By.Sec}   {P2.US.Contract.By.Sec}

Annexes

{Annex.sec}