Mutual Nda

MUTUAL NON-DISCLOSURE AGREEMENT
This mutual non-disclosure agreement (the “NDA”) is made on ____________________
BY AND BETWEEN: ________________________, duly incorporated under the laws of ______________, of ______________________ (hereinafter referred to as “XXXX”) represented by its duly authorized representative ____________;
AND
YOUR COMPANY DATA

WHEREAS
(A) The Parties areevaluating the possibility of entering into some form a cooperating between them with respect to YOUR COMPANY......(hereinafter referred to as the "Matter"):

(B)

The Parties are willing to disclose certain Confidential Information (as defined hereinafter) to each other solely for that Matter, and provided that the use and further disclosure thereof is strictly limited as provided hereinafter;NOW THEREFORE, In consideration of the foregoing and the mutual covenants contained herein, the Parties hereto hereby agree as follows: 1. For the purpose of this NDA “Confidential Information” shall mean: any and all information that was exchanged between the Parties prior to the date of this NDA, or will be exchanged in the future, whether operational, financial, administrative, technical and/orcommercial information disclosed or revealed by one Party (the “Discloser”) to the other Party (the “Recipient”) under this NDA, or Confidential Information of the Discloser that may otherwise come to the attention of Recipient, pertaining to the Matter, whether in writing, orally, visually, in the form of data information, including without limitation: inventions, know-how, methods ofmanufacture, procedures, processes, systems, technical knowledge, drawings, designs, specifications, samples, software, mask works, customer lists, pricing data, business plans, financial data. “Confidential Information” shall also include any information which can be obtained by examination, testing, analysis or reverse engineering of Confidential Information provided by the Discloser. All materialscontaining Confidential Information should have a restrictive marking of the Discloser. Confidential Information disclosed orally should be summarized in writing and provided to the Recipient within thirty (30) days of disclosure. Nevertheless, information which by nature is deemed to be proprietary and non-public information shall also be recognized as Confidential Information even if no restrictivelegend appears on the materials disclosed (in whatever format) or if not reduced to writing if provided orally. 2. All Confidential Information which is disclosed by one of the Parties as Discloser, shall be held in confidence by the Recipient for a period of five (5) years after the date of disclosure or longer as set out in Section 15 below, unless specifically agreed otherwise in writing atthe time of disclosure, and shall: (i) (ii) be used by the Recipient solely for internal evaluation purposes in connection with the Matter; not be disclosed by the Recipient to any other person, employee, firm, contractor, representative, company including any affiliate (being any company, directly or indirectly owning or controlling the Recipient, or under the same direct or indirect ownership orcontrol as the Recipient, or directly or indirectly owned or controlled by
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the Recipient) except to those having a “need to know” in order to carry out such evaluation for, on behalf of, or with Recipient, provided that prior to such disclosure to them, the Recipient shall have informed them ofRecipient’s obligations under this NDA and secured from them an obligation similar to the obligations of the Recipient as set out herein; (iii) (iv) (v) 3. not be applied with reverse engineering techniques or similar processes by Recipient; not be disclosed, sold, assigned or transferred to any third party; be kept in a safe place, and safeguard.

Parties acknowledge that they may receive Confidential...