/Docs/G/Mutual-NDA/PO/Form/Mutual-NDA.md
  Source views: Source JSON(ish) on GitHub (VSCode)   Doc views: Document (&k=r00t): Visual Print Technical: OpenParameters Xray
(Sec = (Ti = {_Standard_Terms})

(sec =
  1. (Conf.Sec = (Conf.Ti = Introduction)

    (Conf.sec =
    1. (Conf.Scope.sec = (Conf.Scope.0.sec = This Mutual Non-Disclosure Agreement (which incorporates these {_Standard_Terms} and the {_Cover_Page} (defined below)) (“{DefT.MNDA}”) allows each party (“{DefT.Disclosing_Party}”) to disclose or make available information in connection with the {_Purpose} which)
      (Conf.Scope.xlist = (Conf.Scope.Olist =
      1. (Conf.Scope.Secs = (Conf.Scope.secs = (Conf.Scope.1.sec = the {_Disclosing_Party} identifies to the receiving party (“{DefT.Receiving_Party}”) as “confidential”, “proprietary”, or the like or )
      2. (Conf.Scope.2.sec = should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure (“{DefT.Confidential_Information}”).)
        )
        )
      )
      )
      (Conf.Scope.00.sec = )
      )
    2. (Conf.IncludeDiscussions.sec = Each party’s {_Confidential_Information} also includes the existence and status of the parties’ discussions and information on the {_Cover_Page}. )
    3. (Conf.Include.sec = {_Confidential_Information} includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how.)
    4. (Conf.CoverPage.sec = To use this {_MNDA}, the parties must complete and sign a cover page incorporating these {_Standard_Terms} (“{DefT.Cover_Page}”). Each party is identified on the {_Cover_Page} and capitalized terms have the meanings given herein or on the {_Cover_Page}.)
    )
    )
  2. (Engage.Sec = (Engage.Ti = Use and Protection of {_Confidential_Information})

    (Engage.sec = (Engage.0.sec = The {_Receiving_Party} shall:)
    (Engage.xlist =
    1. (Engage.secs = (Engage.1.sec = use {_Confidential_Information} solely for the {_Purpose};)
    2. (Engage.2.sec = not disclose {_Confidential_Information} to third parties without the {_Disclosing_Party}’s prior written approval, except that the {_Receiving_Party} may disclose {_Confidential_Information} to its employees, agents, advisors, contractors and other representatives having a reasonable need to know for the {_Purpose}, provided these representatives are bound by confidentiality obligations no less protective of the {_Disclosing_Party} than the applicable terms in this {_MNDA} and the {_Receiving_Party} remains responsible for their compliance with this {_MNDA}; and)
    3. (Engage.3.sec = protect {_Confidential_Information} using at least the same protections the {_Receiving_Party} uses for its own similar information but no less than a reasonable standard of care.)
      )
    )
    (Engage.00.sec = )
    )
    )
  3. (Except.Sec = (Except.Ti = Exceptions)

    (Except.sec = (Except.0.sec = The {_Receiving_Party}’s obligations in this {_MNDA} do not apply to information that it can demonstrate:)
    (Except.xlist =
    1. (Except.secs = (Except.1.sec = is or becomes publicly available through no fault of the {_Receiving_Party};)
    2. (Except.2.sec = it rightfully knew or possessed prior to receipt from the {_Disclosing_Party} without confidentiality restrictions;)
    3. (Except.3.sec = it rightfully obtained from a third party without confidentiality restrictions; or)
    4. (Except.4.sec = it independently developed without using or referencing the {_Confidential_Information}.)
      )
    )
    (Except.00.sec = )
    )
    )
  4. (ExceptMandatory.Sec = (ExceptMandatory.Ti = Disclosures Required by Law)

    (ExceptMandatory.sec = The {_Receiving_Party} may disclose {_Confidential_Information} to the extent required by law, regulation or regulatory authority, subpoena or court order, provided (to the extent legally permitted) it provides the {_Disclosing_Party} reasonable advance notice of the required disclosure and reasonably cooperates, at the {_Disclosing_Party}’s expense, with the {_Disclosing_Party}’s efforts to obtain confidential treatment for the {_Confidential_Information}.)
    )
  5. (Term.Sec = (Term.Ti = Term and Termination)

    (Term.sec = This {_MNDA} commences on the {_Effective_Date} and expires at the end of the {_MNDA_Term}. Either party may terminate this {_MNDA} for any or no reason upon written notice to the other party. The {_Receiving_Party}’s obligations relating to {_Confidential_Information} will survive for the {_Term_of_Confidentiality}, despite any expiration or termination of this {_MNDA}.)
    )
  6. (Return.Sec = (Return.Ti = Return or Destruction of {_Confidential_Information})

    (Return.sec = (Return.0.sec = Upon expiration or termination of this {_MNDA} or upon the {_Disclosing_Party}’s earlier request, the {_Receiving_Party} will:)
    (Return.xlist =
    1. (Return.secs = (Return.1.sec = cease using {_Confidential_Information};)
    2. (Return.2.sec = promptly after the {_Disclosing_Party}’s written request, destroy all {_Confidential_Information} in the {_Receiving_Party}’s possession or control or return it to the {_Disclosing_Party}; and)
    3. (Return.3.sec = if requested by the {_Disclosing_Party}, confirm its compliance with these obligations in writing. )
      )
    )
    (Return.00.sec = As an exception to subsection (b), the {_Receiving_Party} may retain {_Confidential_Information} in accordance with its standard backup or record retention policies or as required by law, but the terms of this {_MNDA} will continue to apply to the retained {_Confidential_Information}.)
    )
    )
  7. (IP.Sec = (IP.Ti = Proprietary Rights)

    (IP.sec = The {_Disclosing_Party} retains all of its intellectual property and other rights in its {_Confidential_Information} and its disclosure to the {_Receiving_Party} grants no license under such rights.)
    )
  8. (AsIs.Sec = (AsIs.Ti = Disclaimer)

    (AsIs.sec = (Dispute.Sec = (Dispute.Ti = Governing Law and Jurisdiction)

    (Dispute.sec = This {_MNDA} and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of {_Governing_Law}, without regard to the conflict of laws provisions of such {_Governing_Law}. Any legal suit, action, or proceeding relating to this {_MNDA} must be instituted in the federal or state courts located in {_Jurisdiction}. Each party irrevocably submits to the exclusive jurisdiction of such {_Jurisdiction} in any such suit, action, or proceeding.)
    )
  9. (Injunction.Sec = (Injunction.Ti = Equitable Relief)

    (Injunction.sec = A breach of this {_MNDA} may cause irreparable harm for which monetary damages are an insufficient remedy. Upon a breach of this {_MNDA}, the {_Disclosing_Party} is entitled to seek appropriate equitable relief, including an injunction, in addition to its other remedies.)
    )
  10. (Misc.Sec = (Misc.Ti = General)

    (Misc.sec = (Misc.0.sec = )
    (Misc.xlist =
    1. (Misc.secs = (Misc.1.sec = Neither party has an obligation under this {_MNDA} to disclose {_Confidential_Information} to the other or proceed with any proposed transaction.)
    2. (Misc.2.sec = Neither party may assign this {_MNDA} without the prior written consent of the other party, except that either party may assign this {_MNDA} in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any assignment in violation of this Section is null and void.)
    3. (Misc.3.sec = This {_MNDA} will bind and inure to the benefit of each party’s permitted successors and assigns. )
    4. (Misc.4.sec = Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. )
    5. (Misc.5.sec = If any provision of this {_MNDA} is held unenforceable, it will be limited to the minimum extent necessary so the rest of this {_MNDA} remains in effect. )
    6. (Misc.6.sec = This {_MNDA} (including the {_Cover_Page}) constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.)
    7. (Misc.7.sec = This {_MNDA} may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.)
    8. (Misc.8.sec = Notices, requests and approvals under this {_MNDA} must be sent in writing to the email or postal addresses on the {_Cover_Page} and are deemed delivered on receipt.)
    9. (Misc.9.sec = This {_MNDA} may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.)
      )
    )
    (Misc.00.sec = )
    )
    )
)
)