Mutual NDA Template

Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] between:

1. Definition of Confidential Information

"Confidential Information" means any information, in whatever form or medium, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Engagement that is designated as confidential at the time of disclosure, or that by its nature would reasonably be understood to be confidential.

Confidential Information includes, without limitation: business plans, financial data, technical architecture, source code, customer lists, pricing, personnel information, and engagement deliverables.

2. Permitted Uses

The Receiving Party may use the Confidential Information solely for the purpose of evaluating, negotiating, or conducting the Engagement with the Disclosing Party. No other use is permitted without the prior written consent of the Disclosing Party.

3. Exclusions

Confidential Information does not include information that:

1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
2. Was rightfully in the Receiving Party's possession before disclosure, without restriction;
3. Is independently developed by the Receiving Party without reference to or use of the Confidential Information;
4. Is lawfully obtained from a third party without restriction on disclosure; or
5. Is required to be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and reasonable cooperation in seeking a protective order.

4. Term

This Agreement is effective from the date signed and remains in effect during the Engagement and for three (3) years after its termination or expiry, unless extended in writing.

5. Return and Destruction of Confidential Information

Upon request by the Disclosing Party, or upon termination of the Engagement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession (including copies in any medium), and certify in writing that it has done so. Destruction does not apply to backup copies retained in automated systems, which are subject to the same confidentiality obligations until deleted in the ordinary course of backup rotation.

6. Equitable Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party shall be entitled to seek equitable relief (including injunction and specific performance) without the requirement to post bond, in addition to any other remedies available at law or in equity.

7. Governing Law

This Agreement is governed by the laws of Romania. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Romania.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the confidentiality of the Confidential Information and supersedes all prior understandings on the same subject matter. Amendments must be in writing and signed by both Parties.

Signatures