Mutual NDA template, UK

MUTUAL NON-DISCLOSURE AGREEMENT

(Two Party Disclosure)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of __________ (the "Effective Date")

BETWEEN:

__________, a company incorporated in England and Wales (Company No. __________), whose registered office is at __________ ("Party A");

AND

__________, a company incorporated in England and Wales (Company No. __________), whose registered office is at __________ ("Party B").

Party A and Party B are hereinafter referred to individually as a "Party" and collectively as the "Parties".

1. DEFINITIONS AND INTERPRETATION

(1.1) "Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, electronically or by any other means, including without limitation: business strategies, financial data, technical specifications, software code, product designs, customer and supplier information, pricing, know-how, trade secrets, and any analyses, notes or summaries derived therefrom, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the context.

(1.2) "Permitted Purpose" means __________.

(1.3) "Representatives" means a Party's directors, officers, employees, agents, professional advisers and contractors who have a need to know the Confidential Information for the Permitted Purpose.

(1.4) The obligations and rights under this Agreement apply equally and mutually to both Parties, each acting as Disclosing Party in respect of its own Confidential Information and as Receiving Party in respect of the other's.

2. MUTUAL OBLIGATIONS OF CONFIDENTIALITY

(2.1) Each Party, as Receiving Party, undertakes to: (a) maintain the Confidential Information of the Disclosing Party in strict confidence; (b) use the Confidential Information solely for the Permitted Purpose; (c) not disclose or permit disclosure of any Confidential Information to any third party without the prior written consent of the Disclosing Party; (d) apply no lesser security measures and degree of care to the Confidential Information than it applies to its own confidential information of similar sensitivity, and in any event no less than a reasonable standard of care; and (e) promptly notify the Disclosing Party upon becoming aware of any actual or suspected breach of confidentiality.

(2.2) Each Receiving Party shall restrict disclosure of the Disclosing Party's Confidential Information to those Representatives who have a genuine need to know it for the Permitted Purpose. Each Party shall ensure its Representatives comply with the obligations in this Agreement and shall remain fully liable for any breach by its Representatives.

(2.3) Neither Party shall copy, reproduce, reverse engineer, decompile or attempt to derive the source or composition of any Confidential Information beyond what is strictly necessary for the Permitted Purpose.