Ti	=	Bonterms Mutual NDA (Version 1.0)
0.1.sec	=	© 2021
0.2.sec	=	Free to use under CC BY 4.0.
0.3.sec	=	Learn more: Bonterms Open Source Contracts
0.00.sec	=	This {_NDA} is solely between {_Discloser} and {_Recipient}. The publisher of this form does not provide legal advice, does not guarantee the enforceability or effect of this {_NDA} and has no liability relating to use of this {_NDA}.
Note	=	B O N T E R M REVIEW ONCE, USE MANY NDA 1.0 CC-BY-4.0
0.	=	[G/Z/ol-none/s3]
1.Ti	=	Introduction
1.sec	=	This Mutual Non-Disclosure Agreement (“{DefT.NDA}”) is designed to allow each party (“{DefT.Discloser}”) to disclose its {_Confidential_Information} to the other party (“{DefT.Recipient}”). To use this {_NDA}, the parties complete and sign a Bonterms Cover Page or other compatible addendum incorporating this {_NDA} (“{DefT.Cover_Page}”). Each party is identified on the {_Cover_Page} and capitalized terms have the meanings given on the {_Cover_Page} or below.
2.Ti	=	Confidential Information
2.sec	=	“{DefT.Confidential_Information}” means information (including technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions or know-how) disclosed by or on behalf of {_Discloser} to {_Recipient} in connection with the Purpose, in any form, which (a) {_Discloser} identifies to {_Recipient} as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Each party’s {_Confidential_Information} also includes the existence and status of the parties’ discussions and information on the {_Cover_Page}.
3.Ti	=	Use and Protection of Confidential Information
3.sec	=	{_Recipient} will: (a) use {_Confidential_Information} only for the Purpose, (b) not disclose {_Confidential_Information} to third parties without Discloser’s prior approval, except pursuant to Section 5 (Permitted Disclosures), (c) protect {_Confidential_Information} using at least the same precautions {_Recipient} uses for its own similar information and no less than a reasonable standard of care, (d) not remove proprietary markings from {_Confidential_Information} or reverse engineer technology provided as {_Confidential_Information} and (e) not export {_Confidential_Information} or any direct product of {_Confidential_Information} in violation of export laws.
4.Ti	=	Exceptions
4.sec	=	Recipient’s obligations in this {_NDA} do not apply to information that it can document: (a) is or becomes publicly available through no fault of {_Recipient}, (b) it rightfully knew or possessed prior to receipt from {_Discloser} without confidentiality restrictions, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing {_Confidential_Information}.
5.Ti	=	Permitted Disclosures
5.1.Ti	=	a. Representatives
5.1.sec	=	{_Recipient} may disclose {_Confidential_Information} to its employees, agents, advisors, contractors and other representatives having a legitimate need to know for the Purpose, provided these representatives are bound by confidentiality obligations no less protective of {_Discloser} than this {_NDA} and {_Recipient} remains responsible for their compliance with this {_NDA}. Each party may also disclose the terms of this {_NDA}, in confidence, to its current or prospective investors, lenders or acquirers.
5.2.Ti	=	b. Required by Law
5.2.sec	=	{_Recipient} may disclose {_Confidential_Information} to the extent required by law, subpoena or court order, provided (to the extent legally permitted) it provides {_Discloser} reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the {_Confidential_Information}.
5.	=	[G/Z/ol-a/s2]
6.Ti	=	Term and Termination
6.sec	=	This {_NDA} starts on the Effective Date and expires at the end of the Term of {_NDA}. Either party may terminate this {_NDA} for any or no reason upon notice to the other party. Recipient’s obligations relating to {_Confidential_Information} will survive for the Confidentiality Period, despite expiration or termination of this {_NDA}.
7.Ti	=	Return or Destruction of Confidential Information
7.sec	=	When this {_NDA} expires or terminates or upon Discloser’s request, {_Recipient} will: (a) cease using {_Confidential_Information}, (b) promptly after Discloser’s request, destroy all {_Confidential_Information} in Recipient’s possession or control or return it to {_Discloser} and (c) if requested by {_Discloser}, confirm its compliance with these obligations in writing. As an exception to part (b), {_Recipient} may retain {_Confidential_Information} in accordance with its standard backup or record retention policies or as required by law, but this {_NDA} will continue to apply to the retained {_Confidential_Information}.
8.Ti	=	Proprietary Rights
8.sec	=	{_Discloser} retains all of its intellectual property and other rights in its {_Confidential_Information} and its disclosure to {_Recipient} grants no license under such rights. Nothing in this {_NDA} prohibits {_Recipient} from developing products, concepts, systems or techniques that are similar to or compete with products, concepts, systems or techniques described in {_Confidential_Information}, provided {_Recipient} does not violate any of its obligations under this {_NDA} in connection with such development.
9.Ti	=	Disclaimer
9.sec	=	{_Confidential_Information} is provided without warranties, “AS IS” and with all faults.
10.Ti	=	Governing Law and Courts
10.sec	=	The Governing Law governs this {_NDA} and any action arising out of or relating to this {_NDA}, without reference to conflict of law rules. The parties will adjudicate any such action in the Courts and each party consents to the exclusive jurisdiction and venue of the Courts for these purposes. Nonetheless, either party may seek equitable relief or enforcement of a judgment in any court of competent jurisdiction.
11.Ti	=	Equitable Relief
11.sec	=	A breach of this {_NDA} may cause irreparable harm for which monetary damages are an insufficient remedy. Upon a breach of this {_NDA}, {_Discloser} is entitled to seek appropriate equitable relief, including an injunction, in addition to its other remedies.
12.Ti	=	General
12.1.sec	=	Neither party has an obligation under this {_NDA} to disclose {_Confidential_Information} to the other or proceed with any proposed transaction.
12.2.sec	=	Neither party may assign this {_NDA} without the prior approval of the other party, except that either party may assign this {_NDA} in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void.
12.3.sec	=	This {_NDA} will bind and inure to the benefit of each party’s permitted successors and assigns. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct.
12.4.sec	=	Any amendments to this {_NDA} must be in writing and signed by each party’s authorized representatives.
12.5.sec	=	If any provision of this {_NDA} is held unenforceable, it will be limited to the minimum extent necessary so the rest of this {_NDA} remains in effect.
12.6.sec	=	This {_NDA} (which includes the {_Cover_Page}) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements, statements or representations regarding its subject matter.
12.7.sec	=	In this {_NDA}, headings are for convenience only and “including” and similar terms are to be construed without limitation.
12.8.sec	=	Notices, requests and approvals under this {_NDA} must be sent in writing to the email or postal addresses on the {_Cover_Page} and are deemed delivered on receipt.
12.9.sec	=	This {_NDA} may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.
12.	=	[G/Z/para/s9]
	=	[G/Z/ol/12]
Bonterms Mutual NDA (Version 1.0)	=
Note	=	Housekeeping:
Def.NDA	=	{_NDA}
Def.Discloser	=	{_Discloser}
Def.Recipient	=	{_Recipient}
Def.Cover_Page	=	{_Cover_Page}
Def.Confidential_Information	=	{_Confidential_Information}
_NDA	=	NDA
_Discloser	=	Discloser
_Recipient	=	Recipient
_Cover_Page	=	Cover Page
_Confidential_Information	=	Confidential Information