Note | = | Common Paper Mutual Non-Disclosure Agreement [Version 1.0](https: commonpaper.com/standards/mutual-nda/1.0/) free to use under [CC BY 4.0](https://creativecommons.org/licenses/by/4.0/). |
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Note | = | ProseObjectification by HazardJ |
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Ti | = | {_Standard_Terms} |
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sec | = | - {Conf.Sec}
- {Engage.Sec}
- {Except.Sec}
- {ExceptMandatory.Sec}
- {Term.Sec}
- {Return.Sec}
- {IP.Sec}
- {AsIs.Sec}
- {Dispute.Sec}
- {Injunction.Sec}
- {Misc.Sec}
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Conf.Ti | = | Introduction |
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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 |
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Conf.Scope.1.sec | = | the {_Disclosing_Party} identifies to the receiving party (“{DefT.Receiving_Party}”) as “confidential”, “proprietary”, or the like or |
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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}”). |
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Conf.Scope. | = | [G/Z/ol/s2] |
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Conf.IncludeDiscussions.sec | = | Each party’s {_Confidential_Information} also includes the existence and status of the parties’ discussions and information on the {_Cover_Page}. |
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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. |
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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}. |
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Conf.sec | = | - {Conf.Scope.sec}
- {Conf.IncludeDiscussions.sec}
- {Conf.Include.sec}
- {Conf.CoverPage.sec}
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Engage.Ti | = | Use and Protection of {_Confidential_Information} |
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Conf. | = | [G/Z/Base] |
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Engage.0.sec | = | The {_Receiving_Party} shall: |
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Engage.1.sec | = | use {_Confidential_Information} solely for the {_Purpose}; |
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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 |
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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. |
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Engage. | = | [G/Z/ol-a/s3] |
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Except.Ti | = | Exceptions |
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Except.0.sec | = | The {_Receiving_Party}’s obligations in this {_MNDA} do not apply to information that it can demonstrate: |
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Except.1.sec | = | is or becomes publicly available through no fault of the {_Receiving_Party}; |
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Except.2.sec | = | it rightfully knew or possessed prior to receipt from the {_Disclosing_Party} without confidentiality restrictions; |
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Except.3.sec | = | it rightfully obtained from a third party without confidentiality restrictions; or |
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Except.4.sec | = | it independently developed without using or referencing the {_Confidential_Information}. |
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Except. | = | [G/Z/ol-a/s4] |
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ExceptMandatory.Ti | = | Disclosures Required by Law |
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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}. |
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ExceptMandatory. | = | [G/Z/Base] |
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Term.Ti | = | Term and Termination |
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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}. |
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Term. | = | [G/Z/Base] |
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Return.Ti | = | Return or Destruction of {_Confidential_Information} |
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Return.0.sec | = | Upon expiration or termination of this {_MNDA} or upon the {_Disclosing_Party}’s earlier request, the {_Receiving_Party} will: |
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Return.1.sec | = | cease using {_Confidential_Information}; |
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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 |
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Return.3.sec | = | if requested by the {_Disclosing_Party}, confirm its compliance with these obligations in writing. |
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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}. |
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Return. | = | [G/Z/ol-a/s3] |
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IP.Ti | = | Proprietary Rights |
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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. |
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IP. | = | [G/Z/Base] |
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AsIs.Ti | = | Disclaimer |
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AsIs.sec | = |
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