Mutual NDA template for two-way confidential discussions

Parties and Effective Date

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of January 1, 2026 (the "Effective Date") by and between Sample Party One, Inc., a Delaware corporation, with offices at 100 Example Plaza, Sample City, CA 90001 and Taylor R. Sample, with offices at Street address of principal offices (sample). Each Party may disclose confidential information and receive confidential information under this Agreement, and each is a "Disclosing Party" when disclosing information and a "Receiving Party" when receiving information.

1. Purpose

The Parties wish to explore a potential business relationship in connection with evaluating a potential business relationship between the parties (sample purpose) (the "Purpose"). In furtherance of the Purpose, either Party may share confidential information with the other Party on the terms set forth in this Agreement. The scope of permitted use is strictly limited to the Purpose; no services, deliverables, fees, or payment obligations are exchanged under this Agreement.

2. California Trade Secrets Notice

Pursuant to California Business and Professions Code section 16600, this Agreement is not intended to restrict the Receiving Party's ability to engage in lawful employment or business activity. Confidentiality obligations under this Agreement are limited to the protection of legitimate trade secrets and confidential business information.

3. Definition of Confidential Information

Confidential Information means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form, that is designated as confidential or that a reasonable person would understand to be confidential, including all non-public business, financial, technical, commercial, and proprietary information of the Disclosing Party, including sample business plans, financial data, technical specifications, and customer lists.

Confidential Information does not include information that:

1. is or becomes public without breach of this Agreement;
2. was lawfully known to the Receiving Party prior to disclosure;
3. is independently developed without reference to the Confidential Information; or
4. is rightfully received from a third party without confidentiality obligations.

4. Additional Exclusions

The Parties also agree that the following information is excluded from Confidential Information to the extent applicable: information that is already public or was independently developed (sample exclusion).

5. Confidentiality Obligations

The Receiving Party shall:

1. use the Confidential Information solely for the Purpose;
2. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; and
3. not disclose the Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

6. Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, directors, contractors, and professional advisors (collectively, "Representatives") who need to know the Confidential Information for the Purpose and who are bound by written or professional obligations of confidentiality no less protective than those in this Agreement. The Receiving Party is responsible for any act or omission of its Representatives that would constitute a breach of this Agreement if committed by the Receiving Party.

7. Additional Permitted Recipients

In addition to the Representatives described above, and subject to the same obligations of confidentiality and the Receiving Party's continuing responsibility for their compliance, the Receiving Party may disclose Confidential Information, in confidence and only as needed for the Purpose, to the following: its affiliates (entities that control, are controlled by, or are under common control with the Receiving Party); and its subcontractors engaged in furtherance of the Purpose.

8. Compelled Disclosure

If the Receiving Party is required by law, regulation, or valid legal or regulatory process to disclose any Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain assurances that the disclosed information will be treated confidentially.

9. Notice of Immunity Under the Defend Trade Secrets Act

This Agreement is in compliance with the Defend Trade Secrets Act (18 U.S.C. § 1833(b)) and provides civil and criminal immunity to any individual for the disclosure of a trade secret that is: (i) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

10. Protected Disclosures (California)

Nothing in this Agreement prevents either Party from discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, or any other conduct that the Party has reason to believe is unlawful. This Agreement does not restrict the right to report violations to any government agency, including but not limited to the California Civil Rights Department, the Equal Employment Opportunity Commission, or the National Labor Relations Board.

11. Proprietary Rights; No License

All Confidential Information remains the property of the Disclosing Party. Except for the limited right to use the Confidential Information for the Purpose, nothing in this Agreement grants the Receiving Party any right, title, license, or interest in or to the Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party, whether by license, implication, estoppel, or otherwise. Nothing in this Agreement restricts the Receiving Party from developing, acquiring, or marketing products, concepts, systems, or techniques that are similar to or compete with those contemplated by or described in the Confidential Information, provided that the Receiving Party does not use or reference the Confidential Information in breach of this Agreement in doing so.

12. No Warranty

All Confidential Information is provided "as is." The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy, completeness, or performance of the Confidential Information, and shall have no liability to the Receiving Party arising from the Receiving Party's use of or reliance on the Confidential Information.

13. Term

This Agreement commences on the Effective Date and continues for a period of one year from the Effective Date. Either Party may terminate this Agreement for any reason upon written notice to the other Party. The Receiving Party's obligations with respect to Confidential Information disclosed before the expiration or termination of this Agreement survive for two years after the date of disclosure and, with respect to trade secrets, for as long as the information remains a trade secret under applicable law.

14. Return or Destruction

Upon written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and certify such action in writing if requested. As an exception, the Receiving Party may retain Confidential Information to the extent required by law or by its standard, bona fide backup or record-retention policies, provided that the terms of this Agreement continue to apply to any retained Confidential Information.

15. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

16. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the Parties. If unresolved, the dispute shall be finally resolved by binding arbitration in a mutually agreed location in the State of California or, if the Parties cannot agree, remotely or in a location selected by the arbitrator, except that either Party may seek interim or injunctive relief from a court of competent jurisdiction located in the State of California.

17. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

18. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any transaction, purchase, sale, or other business relationship between them. Each Party reserves the right, in its sole discretion, to terminate discussions contemplated by this Agreement at any time without liability, and no such termination affects the confidentiality obligations set forth in this Agreement.

19. Notices

All notices under this Agreement must be in writing and delivered to the physical or electronic address most recently designated by the receiving Party for notices. A notice is deemed given upon personal delivery, upon confirmed electronic transmission, or three business days after deposit with a nationally recognized courier or the postal service, postage prepaid.

20. Assignment

Neither Party may assign or transfer this Agreement or any of its rights or obligations under it without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and assigns.

21. Waiver

No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right. No waiver of any provision is effective unless made in writing and signed by the Party against whom the waiver is asserted, and no single or partial exercise of any right precludes any further exercise of that or any other right.

22. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf.

23. General Provisions

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements. Any amendment must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written above.

Signatures