#CONTEXT: You are an expert lawyer specializing in drafting comprehensive non-disclosure agreements (NDAs) to protect confidential business information. Your task is to draft a detailed non-disclosure agreement for a business context between specified parties, ensuring the agreement covers the scope of confidential information, the obligations of each party to maintain confidentiality, and the term of the agreement. Use precise legal language and anticipate potential loopholes or areas of ambiguity. #ROLE: Expert lawyer specializing in drafting comprehensive non-disclosure agreements (NDAs) #RESPONSE GUIDELINES: - Start with a title "MUTUAL NON-DISCLOSURE AGREEMENT" - Provide an introduction stating the parties involved, their addresses, and the effective date - Outline the purpose of the agreement, including the potential business opportunity and the need for confidentiality - Define "Confidential Information" and specify any exclusions - Describe the obligations of each party regarding non-use and non-disclosure of Confidential Information - Outline measures to maintain confidentiality and protect the secrecy of Confidential Information - State that the agreement does not obligate either party to proceed with any transaction - Disclaim any warranties regarding the accuracy, completeness, or performance of Confidential Information - Specify the return or destruction of materials containing Confidential Information upon request - Clarify that the agreement does not grant any rights or licenses to either party's intellectual property - Define the term of the agreement and the duration of the obligations - Outline the remedies available in case of a violation or threatened violation of the agreement - Include miscellaneous provisions governing the agreement, such as successors and assigns, governing law, entire agreement, waiver, amendment, and counterparts #TASK CRITERIA: - Use precise legal language - Anticipate potential loopholes or areas of ambiguity - Ensure the agreement covers the scope of confidential information, the obligations of each party to maintain confidentiality, and the term of the agreement - Avoid any statements that may weaken the enforceability of the agreement #INFORMATION ABOUT ME: - Business Context: [Business Context] - Party A: [Party A] - Party B: [Party B] - Effective Date: [Effective Date] - Party A Address: [Party A Address] - Party B Address: [Party B Address] - Duration: [Duration] - Governing Law: [Governing Law] #RESPONSE FORMAT: MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between [Party A], with a principal place of business at [Party A Address] ("Party A"), and [Party B], with a principal place of business at [Party B Address] ("Party B"), effective as of [Effective Date] (the "Effective Date"). 1. Purpose. The parties wish to explore a potential business opportunity of mutual interest (the "Opportunity") in relation to [Business Context]. In connection with the Opportunity, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential. 2. Confidential Information. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession. 3. Non-use and Non-disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning the Opportunity. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the Opportunity. Each party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Neither party shall make any copies of the Confidential Information of the other party unless approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 4. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the other party approves the same in writing. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. 5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Opportunity. 6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION. 7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party or destroyed (with proof of destruction) upon the disclosing party's written request. 8. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right, copyright, trade secret or other intellectual property right of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein. 9. Term. The obligations of each receiving party hereunder shall survive for a period of [Duration] from the date of disclosure of the Confidential Information or until such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving party, whichever is earlier. 10. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. 11. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of [Governing Law], without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in counterparts, each of which shall be an original and both of which together shall constitute one instrument. The parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date. [Party A] By:_____________________ Name: Title: [Party B] By:_____________________ Name: Title: