Doc.Ti	=	Universal Mutual Non-Disclosure Agreement
This.sec	=	This mutual nondisclosure agreement is entered into on {EffectiveDate.YMD} (the “{_Effective_Date}”), between {_P1} and {_P2}.
Why.sec	=	The {_Parties} wish to explore {PurposeDescription.sec} (“{DefT.Purpose}”) and, in connection with the {_Purpose}, may disclose to each other certain confidential technical and business information that the {_Disclosing_Party} desires the {_Receiving_Party} to treat as confidential.
PurposeDescription.Alt1.sec	=	a business opportunity of mutual interest and benefit [BusinessPurposeSpecificallyDefined], specifically concerning [definitionOfTheBusinessPurpose]
PurposeDescription.Alt2.sec	=	a customary opportunity of the type that the companies regularly engage in, such opportunity is not meant to encompass [exclusionsFromTheBusinessPurpose]
PurposeDescription.	=	[G/Z/Alt/2]
PurposeDescription.SecName	=	PurposeDescription
That.sec	=	The {_Parties} therefore agree as follows:
1.Ti	=	Universal NDA
1.1.Ti	=	Universal NDA
1.1.sec	=	The {_Parties} acknowledge and agree that, where noted, the clauses of this NDA are consistent with the terms of the so-called Universal NDA as of the Effective Date. The {_Parties} agree that they will not seek to enforce the terms of this agreement in a materially different from manner those contained in the Universal NDA as of the Effective Date. The Universal NDA is available at: https: github.com/bitmovin/unda.
1.2.Ti	=	Included Clauses
1.2.0.sec	=	This agreement contains the following Universal NDA Clauses:
1.2.1.sec	=	[Business Purpose;][Business Purpose Specifically Defined;][Business Purpose Excluding;][Confidential Information;][Confidentiality Information Specific Defined;]Exclusions; Obligation to Maintain Confidentiality; [Representatives;] [Representatives Specifically Defined;] Term: [term]; [Duration of Confidential Information;] Return of Property; No Obligation; No Warranty; Remedies; Choice of Law: [choiceOfLaw]; and Venue:[venue] [Where the Defendant Resides.]
1.2.	=	[G/Z/ol/s1]
1.3.Ti	=	Other Clauses
1.3.0.sec	=	This Agreement contains clauses beyond those contained in the Universal NDA.
1.3.	=	[G/Z/ol/s2]
1.	=	[G/Z/ol-a/3]
2.Ti	=	Confidential Information
2.0.sec	=	Each {_Party} (in such capacity, a “{DefT.Disclosing_Party}”) may disclose certain of its confidential and proprietary information to the other {_Party} (in such capacity, a “{DefT.Receiving_Party}”).
Note	=	Options are broken out as subsections for the moment.
2.1.0.sec	=	“{DefT.Confidential_Information}” means any information disclosed by either {_Party} to the other {_Party}, either directly or indirectly, in writing, orally, or by inspection of tangible objects that
2.1.1.sec	=	the {_Disclosing_Party} identifies as confidential or proprietary, or
2.1.2.sec	=	that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself.
2.1.	=	[G/Z/ol-a/s2]
2.2.sec	=	{_Confidential_Information} includes, but is not limited to,[definitionOfConfidentialInformation].
2.3.sec	=	{_Confidential_Information} may also include third party confidential or proprietary information disclosed to the {_Receiving_Party}.
2.	=	[G/Z/ol/s3]
3.Ti	=	Exclusions
3.0.sec	=	The obligations and restrictions of this agreement do not apply to that part of the {_Confidential_Information} that:
	=
3.1.sec	=	was or becomes generally known to the public other than as a result of a disclosure by the {_Receiving_Party} in violation of this agreement;
3.2.sec	=	was known, without restriction as to use or disclosure, by the {_Receiving_Party} prior to receiving such information from the {_Disclosing_Party};
3.3.sec	=	is rightfully acquired by the {_Receiving_Party} from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure;
3.4.sec	=	is independently developed by the {_Receiving_Party} without access to any {_Confidential_Information} of the {_Disclosing_Party}; or
3.5.0.sec	=	is requested or legally compelled (by valid and effective subpoena or order issued by either a court of competent jurisdiction), or is required by a regulatory body, to be disclosed. However, unless prohibited by force of law, the {_Receiving_Party} shall:
3.5.1.sec	=	provide the {_Disclosing_Party} with prompt notice of any such request or requirement before disclosure so that the {_Disclosing_Party} may seek an appropriate protective order or other appropriate remedy; and
3.5.2.sec	=	provide reasonable assistance to the {_Disclosing_Party} in obtaining any such protective order.
3.5.00.sec	=	If the {_Receiving_Party} is nonetheless legally compelled or otherwise required to disclose, the {_Receiving_Party} will furnish only that portion of the {_Confidential_Information} that is legally required and shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the {_Confidential_Information} so disclosed.
3.5.	=	[G/Z/ol-i/s2]
3.	=	[G/Z/ol-a/s5]
4.Ti	=	Obligation To Maintain Confidentiality
4.1.Ti	=	Confidentiality
4.1.0.sec	=	The {_Receiving_Party} shall keep the {_Confidential_Information} confidential. Except as otherwise required by law, the {_Receiving_Party} may not:
	=
4.1.1.sec	=	disclose any {_Confidential_Information} to any person or entity other than a {_Receiving_Party}’s Representatives, {Representatives.sec} who needs to know the {_Confidential_Information} for the {_Purpose}, provided such representative is bound to confidentiality obligations no less protective than this agreement and the {_Receiving_Party} remains responsible for compliance by any such Representative with the terms of this agreement;
Representatives.Alt1.sec	=	which includes only its employees, agents, officers, and advisors
Representatives.Alt2.sec	=	which includes only [representativesDefined]
Representatives.SecName	=	Representatives
Representatives.	=	[G/Z/Alt/2]
4.1.2.sec	=	disclose any {_Confidential_Information} to a third party without the {_Disclosing_Party}’s prior written authorization; or
4.1.3.sec	=	(iii) use the {_Confidential_Information} other than for the {_Purpose}.
4.1.	=	[G/Z/ol-i/s3]
4.2.Ti	=	No Reverse Engineering
4.2.sec	=	The {_Receiving_Party} may not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the {_Disclosing_Party}’s {_Confidential_Information} and that are provided to the {_Receiving_Party} under this agreement.
4.	=	[G/Z/ol-a/2]
5.Ti	=	Term and Duration
Note	=	broke out the [bracketed] second sentence. A frequent point of variation.
5.1.sec	=	This Agreement will commence on the date first set forth above and will remain in effect for {ContractTerm.period} (“{DefT.Term}”).
5.2.sec	=	The {_Receiving_Party}’s confidentiality obligations under this Agreement will survive indefinitely or until all {_Confidential_Information} disclosed during the {_Term} becomes publicly known and made generally available through no action or inaction of the {_Receiving_Party} or {_Receiving_Party}’s Representatives.
5.	=	[G/Z/ol/s2]
6.Ti	=	Return of Property
6.sec	=	All documents and other tangible objects containing or representing {_Confidential_Information} that have been disclosed by either {_Party} to the other {_Party}, and all copies in the possession of the other {_Party}, are and will remain the property of the {_Disclosing_Party}. At the {_Disclosing_Party}’s request, the {_Receiving_Party} shall promptly return or destroy all of those documents or objects.
7.Ti	=	No Obligation
7.sec	=	Nothing in this agreement obligates either {_Party} to proceed with any transaction between them, and each {_Party} reserves the right, in its sole discretion, to terminate the discussions contemplated by this agreement concerning the business opportunity, if any, and to cease further disclosures, communications, or other activities under this agreement on written notice to the other {_Party}. Any commitment to proceed with a transaction will be set forth in a separate agreement signed by the {_Parties}.
	=
8.Ti	=	No Warranty
8.sec	=	All {_Confidential_Information} is provided “as is.” Neither {_Party} makes any warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any such information.
9.Ti	=	Remedies
9.sec	=	Each {_Party} agrees that its obligations hereunder are necessary and reasonable in order to protect the {_Disclosing_Party} and the {_Disclosing_Party}’s business, and expressly agrees that monetary damages may be inadequate to compensate the {_Disclosing_Party} for any breach by the {_Receiving_Party} of any covenants and agreements set forth herein. Accordingly, each {_Party} agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the {_Disclosing_Party} and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the {_Disclosing_Party} shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages or posting bond in order to obtain a preliminary injunction. However, this shall not modify or abridge a moving party’s obligation to demonstrate harm in order to obtain a permanent injunction.
10.Ti	=	Miscellaneous
10.1.Ti	=	Choice of Law.
10.1.sec	=	The laws of the state of [choiceOfLaw] govern this agreement (without giving effect to its conflicts of law principles).
10.2.Ti	=	Venue.
10.2.Alt1.sec	=	Any suit to enforce this Agreement shall be brought exclusively in {Dispute.Venue} and the {_Parties} hereby submit to the personal jurisdiction of such courts and waive any venue objection.
10.2.Alt2.sec	=	The {_Parties} irrevocably agree suit to enforce this Agreement shall be brought exclusively in the jurisdiction where the initial defendant in such action resides and waive any venue objection.
10.2.	=	[G/Z/Alt/2]
10.2.SecName	=	10.2
10.	=	[G/Z/ol-a/s2]
IN WITNESS WHEREOF, the {_Parties} hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the {_Effective_Date} first set forth above.	=
	=	[G/AgtForm/US/0.md]
	=	[G/Z/ol/10]
[FirstCompany] [counterpartyName]	=
Signed:Signed:[counterpartySignerSignature]	=
Name:Name:[counterpartySignerName]	=
Title:Title:[counterpartySignerTextField]	=
Date:Date:[counterpartySignerDateField]	=
Note	=	In original - inconsistent use of capitalization of defined terms.
Note	=	"Representatives" is used but not defined.