Mutual NDA — Confidentiality Agreement

Overview

This Mutual Non-Disclosure Agreement (NDA) establishes a framework for two parties to share confidential information while protecting both sides equally. It is designed for:

• Pre-acquisition due diligence
• Partnership and joint venture discussions
• Technology evaluation and proof-of-concept projects
• Vendor selection processes

Key terms

Definition of confidential information

“Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

This includes, without limitation:

• Trade secrets, inventions, and proprietary technology
• Business plans, financial data, and customer lists
• Source code, algorithms, and technical specifications
• Marketing strategies and pricing information

Exclusions

Information is not considered confidential if it:

1. Was publicly available at the time of disclosure
2. Becomes publicly available through no fault of the receiving party
3. Was already in the receiving party’s possession without restriction
4. Is independently developed without use of the disclosing party’s information
5. Is disclosed pursuant to a court order (with prompt notice to the disclosing party)

Obligations

Each party agrees to:

• Use confidential information solely for the permitted purpose stated in the agreement
• Restrict access to employees and advisors with a need to know
• Apply the same degree of care used to protect its own confidential information (but no less than reasonable care)
• Promptly notify the other party of any unauthorized disclosure

Term

• Disclosure period: 2 years from the effective date
• Confidentiality survival: 3 years after disclosure of each item of confidential information
• Trade secrets: Protected for as long as they qualify as trade secrets under applicable law

Return of materials

Upon written request or termination, each party must:

1. Return or destroy all confidential information
2. Certify destruction in writing
3. Retain only copies required by law or internal compliance policies

Remedies

The parties acknowledge that breach of this agreement may cause irreparable harm not adequately compensable by monetary damages. The non-breaching party is entitled to seek injunctive relief without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

Governing law

This agreement may be governed by either:

• United States: The laws of the State of Delaware, without regard to conflicts of law principles
• Brazil: Brazilian federal law, with disputes submitted to the courts of Sao Paulo, SP

How to use this template

1. Download the template or open it directly in Cicero
2. Customize the permitted purpose, term length, and governing law
3. Review with Cicero’s AI to check for missing clauses or unusual terms
4. Execute — Cicero can track signature status and store the executed version

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This template is provided for informational purposes and does not constitute legal advice. Consult qualified counsel before executing any agreement.