Mutual Non-Disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made on [DD/MM/YYYY] between:

[PARTY A NAME], having its office at [ADDRESS] ("Party A"); and
[PARTY B NAME], having its office at [ADDRESS] ("Party B").

Party A and Party B are individually a "Party" and collectively the "Parties".

1. PURPOSE
The Parties wish to explore [PURPOSE — e.g. a potential business relationship] ("Purpose") and, in connection therewith, may disclose confidential information to each other.

2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral, written or electronic, that is marked or reasonably understood to be confidential.

3. OBLIGATIONS
The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) not disclose it to third parties except to employees/advisors on a need-to-know basis who are bound by similar obligations; and (c) protect it with reasonable care.

4. EXCLUSIONS
Confidential Information does not include information that is or becomes public through no fault of the Receiving Party, was lawfully known prior to disclosure, or is independently developed.

5. TERM
This Agreement is effective from the date above and confidentiality obligations survive for [TWO (2)] years from the date of disclosure.

6. NO LICENCE / NO OBLIGATION
Nothing herein grants any licence to intellectual property or obliges either Party to proceed with any transaction.

7. GOVERNING LAW
This Agreement is governed by the laws of India; courts at [CITY] shall have exclusive jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Party A                          Party B

_____________________            _____________________
Name:                            Name:
Designation:                     Designation: