Mutual Non-Disclosure Agreement (NDA)
Use before sharing confidential info with a partner, contractor, or potential investor.
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] by and between Alpha Covenant Holdings LLC ("Party A") and [OTHER PARTY NAME] ("Party B"), each a "Party" and together the "Parties".
1. PURPOSE. The Parties wish to explore a potential business relationship (the "Purpose") and may disclose confidential information to each other.
2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient"), whether oral, written, or electronic, including business plans, source code, algorithms, data sources, customer information, financials, and product roadmaps.
3. OBLIGATIONS. Recipient shall: (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care); and (c) not disclose it to any third party without the Discloser's prior written consent, except to employees/contractors who need to know and are bound by similar obligations.
4. EXCLUSIONS. Confidential Information does not include information that is or becomes public through no fault of Recipient, was known to Recipient before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party.
5. COMPELLED DISCLOSURE. Recipient may disclose Confidential Information if required by law, provided it gives the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.
6. TERM. This Agreement applies for [2] years from the date above; confidentiality obligations for trade secrets continue for as long as the information remains a trade secret.
7. NO LICENSE / NO OBLIGATION. No license or ownership right is granted. Nothing obligates either Party to proceed with any transaction.
8. RETURN/DESTRUCTION. Upon request, Recipient will return or destroy Confidential Information and confirm in writing.
9. REMEDIES. The Parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and the Discloser may seek injunctive relief in addition to other remedies.
10. GOVERNING LAW. This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-laws rules.
PARTY A: Alpha Covenant Holdings LLC By: __________________ Name/Title: ______________ Date: ______
PARTY B: [OTHER PARTY] By: __________________ Name/Title: ______________ Date: ______