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Sample B2B NDA

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Sample B2B NDA
   Page 1 of 2 MUTUAL NONDISCLOSURE AGREEMENT THIS MUTUAL NONDISCLOSURE AGREEMENT  is made and entered into as of February 26, 2014 , between  XYZ. , a Pennsylvania corporation, and  XYZ . 1 . Purpose.  The parties wish to exchange information in connection with a potential business transaction or relationship. Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical information which the Disclosing Party desires the Receiving Party to treat as confidential. The parties shall exchange business or pricing information under this Agreement. 2.   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 (including without limitation sales processes, marketing procedures, client/customer lists, technical information, products or product lines documents, service details, prototypes and samples). Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown by documents and other competent evidence in the Receiving Party's possession; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. 3.   Non-use and Non-disclosure . Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees, consultants, professional representatives and agents of the Receiving Party who are required to have the information. 4.   Maintenance of Confidentiality . Each party agrees that it shall retain in confidence, and shall require their respective employees, consultants, professional representatives and agents to retain in confidence, all such Confidential Information transmitted to it by the other. Neither party will use or disclose to others, or permit the use or disclosure of, any such confidential information obtained from or revealed by the other party. 5.   No Obligation.  Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the exchange of Confidential Information contemplated by this Agreement. 6 . Warranty.  All Confidential Information is provided “AS IS”.   Neither party makes any other warranty, expressed or implied, with respect to information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose, or freedom from patent or copyright infringement, whether arising by law, custom or conduct. In no event shall either party be liable for consequential or incidental damages. 7 . Return of Materials.  All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party's written request.   Page 2 of 2 8.   No License . Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein. 9 . Term.  The obligations of each party under this Agreement shall survive any termination of the relationship between the parties and shall continue until the later of (a) five (5) years after the date of this Agreement, and (b) three (3) years from the last date on which any Confidential Information is disclosed under this Agreement. 10.    Announcements.  Neither party shall, without the prior written consent of the other, make any statement or public announcement to trade publications or to the press or make any statement to any competitor, customer, lender, shareholder, optionee or any other third party having a business relationship with the other, with respect to the discussions contemplated on this Agreement. 11.   Remedies.  Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. 12.   Prior Disclosures.  The parties each confirm that any information disclosed to the other, and any discussions held between them, prior to the transmittal of this Agreement are subject to the terms of this Agreement. 13 . Miscellaneous . This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Florida, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the date first above written and agree to the above terms and acknowledge receipt of a copy of this Agreement. SIGNATURE SIGNATURE NAME PRINTED   NAME PRINTED   TITLE TITLE DATE DATE
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