/Docs/G/Mutual-NDA/PO/Form/Mutual-NDA.md
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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/).
Note = ProseObjectification by HazardJ
Ti = {_Standard_Terms}
sec =
  1. {Conf.Sec}
  2. {Engage.Sec}
  3. {Except.Sec}
  4. {ExceptMandatory.Sec}
  5. {Term.Sec}
  6. {Return.Sec}
  7. {IP.Sec}
  8. {AsIs.Sec}
  9. {Dispute.Sec}
  10. {Injunction.Sec}
  11. {Misc.Sec}
Conf.Ti = Introduction
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.1.sec = the {_Disclosing_Party} identifies to the receiving party (“{DefT.Receiving_Party}”) as “confidential”, “proprietary”, or the like or
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. = [G/Z/ol/s2]
Conf.IncludeDiscussions.sec = Each party’s {_Confidential_Information} also includes the existence and status of the parties’ discussions and information on the {_Cover_Page}.
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.
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}.
Conf.sec =
  1. {Conf.Scope.sec}
  2. {Conf.IncludeDiscussions.sec}
  3. {Conf.Include.sec}
  4. {Conf.CoverPage.sec}
Engage.Ti = Use and Protection of {_Confidential_Information}
Conf. = [G/Z/Base]
Engage.0.sec = The {_Receiving_Party} shall:
Engage.1.sec = use {_Confidential_Information} solely for the {_Purpose};
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
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. = [G/Z/ol-a/s3]
Except.Ti = Exceptions
Except.0.sec = The {_Receiving_Party}’s obligations in this {_MNDA} do not apply to information that it can demonstrate:
Except.1.sec = is or becomes publicly available through no fault of the {_Receiving_Party};
Except.2.sec = it rightfully knew or possessed prior to receipt from the {_Disclosing_Party} without confidentiality restrictions;
Except.3.sec = it rightfully obtained from a third party without confidentiality restrictions; or
Except.4.sec = it independently developed without using or referencing the {_Confidential_Information}.
Except. = [G/Z/ol-a/s4]
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}.
ExceptMandatory. = [G/Z/Base]
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}.
Term. = [G/Z/Base]
Return.Ti = Return or Destruction of {_Confidential_Information}
Return.0.sec = Upon expiration or termination of this {_MNDA} or upon the {_Disclosing_Party}’s earlier request, the {_Receiving_Party} will:
Return.1.sec = cease using {_Confidential_Information};
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
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}.
Return. = [G/Z/ol-a/s3]
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.
IP. = [G/Z/Base]
AsIs.Ti = Disclaimer
AsIs.sec =