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This Mutual Non-Disclosure Agreement dated as of ___________________ (the "Agreement`) is by and

Between ____________ Inc. its employees, associates: partners and affiliates (herein referred to
collectively and individually as ________ ) and
(full legal name of client) and his employees. Associates. partners and affiliates (herein referred to
collectively and individually as 'Counterparties`)

____________ And Counterparties intend to discuss various matters relating to their respective
businesses, operations and finances. Therefore, in consideration of the mutual promises contained in
Agreement. The parties agree as follows.

1 `Proprietary Information" is defined as information concerning either party, whether

Disclosed by either party to the other on or after the date hereof, relating to the above-referenced
discussions that is not generally available to the public and that the parties wish to protect against
unrestricted disclosure or competitive use. Either party may designate information as Proprietary
Information. The Proprietary Information of either party includes without limitation all information
regarding its business plans. Any abstracts of those plans, marketing strategies, projections,
Lobbying plans. Historical or pro forma financial information, operations, customer relationships,
Customer profiles; customer lists, contacts, and business results relating to the past, present or
Future of the business activities of such party or any of its subsidiaries and any current or potential
Acquisition targets, its management structure and ownership, and all documentation relating to any
of the foregoing. Neither party shall be obliged by this Agreement to supply Proprietary Information
to the other.

2. Nothing in this Agreement shall be deemed to grant any direct OF indirect license or interest in
or right or title to any Proprietary Information disclosed pursuant to this Agreement.

3. Subject to the provisions of Paragraph 4 below, each party shall use the same care and
Discretion to limit disclosure of Proprietary Information received from the other as it uses with
Respect to similar Proprietary Information of its own which it does not desire to disclose or

4. The above obligations shall not apply to any Proprietary Information which:
A} is already in the public domain as of the effective date of this Agreement or which thereafter
Comes into the public domain through no wrongful act. Fault or negligence in breach of this
B; Either party can reasonably demonstrate was already in its possession as of the effective
Date of this Agreement and not subject to any existing confidentiality agreement;
c) Is or was received from a third party that is known to be without restriction and without
Breach of this Agreement;

D} is or was independently developed by the recipient party as evidenced by its

Contemporaneous written records; or

E; the recipient party is required to disclose pursuant to a valid order of a court or other
Jurisdictional government body (with respect to w hich the party whose Proprietary Information is
being so disclosed will if practicable be given sufficient notice).

5. The terms and conditions of this Agreement and all obligations hereunder shall continue in
Full force and effect for a period of two years from the effective date hereof.

Initials Counterparties
6. The parties agree that money damages may not be a sufficient remedy for breach of their
Obligations of this Agreement. Accordingly, each party agrees that in an action for equitable
Remedies. The plaintiff party shall be entitled to seek equitable remedies without the requirement to
prove inadequacy of money damages as a remedy.

7. in no event shall either party or its respective affiliates, agents, officers. Members or
Employees are liable, in contract, in tort, or otherwise for any incidental or consequential damages of
any nature, unless such act or omission is due to willful misconduct or gross negligence.

8. This Agreement and its validity, construction and effect will be governed by the laws of the
State of California without giving effect to its conflicts of laws rules. This Agreement supersedes any
and all prior or contemporaneous understandings and agreements between the parties with respect
To the subject matter of this Agreement and is the complete and exclusive statement thereof. Should
Any court determines that any provision of this Agreement is not enforceable, such provision shall be
modified. Rewritten or interpreted to include as much of its nature and scope as will render it
enforceable. Subject to the foregoing restriction, this Agreement shall be binding on each party and
Its successors and permitted assigns.

9. This Agreement may be executed in one or more counterparts and by facsimile signature,
Each of which shall be deemed an original.

10. Both party acknowledges and understands that the other party and its Representatives may
now or in the future evaluate, invest in or do business with competitors or potential competitors of
each party. Neither the execution of this Agreement nor receipt of Proprietary Information shall in any
way restrict or preclude such activities.

11. Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal with,
Transact, or otherwise be involved with any corporation, partnership, proprietorships, trust
Individuals, or other entities introduced by either Party without the specific written permission of the
introducing party

12. Non-Disclosure: Each party agrees not to disclose or otherwise reveal to any their Party the
identities, addresses, telephone numbers, facsimile numbers, #-mail addresses. Telex numbers,
bank codes, account numbers, financial references, or any other entities. Introduced by either Party to
the other without the specific written permission of the introducing Party

In witness whereof. The parties hereto have duly authorized, executed and delivered this
Agreement as of the date first written above.


Printed Name and Title