A simple, two-way confidentiality agreement so both sides can share openly — your methodology and materials, our build and technical approach.
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [date] between:
Each may act as the disclosing party ("Discloser") or the receiving party ("Recipient").
The parties wish to explore and develop a software partnership (the "Publishing OS" tool) and will exchange confidential information for that purpose (the "Purpose").
"Confidential Information" means any non-public information disclosed by one party to the other, in any form, including but not limited to:
The Recipient shall: (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to employees, contractors, or advisors who need to know it for the Purpose and are bound by equivalent confidentiality obligations.
Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.
Nothing in this Agreement transfers ownership of, or grants any license to, either party's intellectual property. All Confidential Information remains the property of the Discloser.
This Agreement applies to disclosures made during the period beginning on the date above and continuing for the duration of the parties' discussions and engagement. Confidentiality obligations survive for [3] years after the last disclosure.
On written request, the Recipient shall promptly return or destroy all Confidential Information and any copies, except as required to be retained by law.
The parties agree that a breach may cause irreparable harm for which monetary damages are inadequate, and that the Discloser is entitled to seek injunctive relief in addition to any other remedies.
This Agreement is governed by the laws of [jurisdiction], and the parties submit to the exclusive jurisdiction of its courts.
Reply to confirm the bracketed details (entities, jurisdiction, term) and we'll send a clean copy for e-signature — or sign directly through the Node AI client portal. Once it's in place, we can share everything freely.