[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-mutual-confidentiality-agreement-D954":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"MUTUAL CONFIDENTIALITY AGREEMENT This Mutual Confidentiality Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Recipient\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Informant\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] possesses proprietary information pertaining to [SPECIFY], including, but not limited to, date, know-how, patented, patent pending or un-patented inventions, technical, scientific, non-technical and non-scientific materials, and specifications as well as information regarding its corporate business and activities (hereinafter collectively referred to as \"[YOUR COMPANY NAME]'S INFORMATION\"); WHEREAS [COMPANY NAME] possesses proprietary information concerning [SPECIFY], including, but not limited to, date, know-how, patented, patent pending or un-patented inventions, technical, scientific, non-technical and non-scientific materials, and specifications as well as information regarding its corporate business and activities (hereinafter collectively referred to as \"[COMPANY NAME]'S INFORMATION\"); WHEREAS [YOUR COMPANY NAME]'S INFORMATION and [COMPANY NAME]'S INFORMATION herein collectively referred to as (the \"INFORMATION\"); WHEREAS both parties wish to exchange INFORMATION together, the party receiving the INFORMATION shall be hereafter referred to as the \"RECIPIENT\" and the party disclosing the INFORMATION shall be hereafter referred to as the \"INFORMANT\"; and WHEREAS [YOUR COMPANY NAME] and [COMPANY NAME] wish to maintain the confidentiality of the INFORMATION which could be disclosed to each other. THEREFORE, THE [COMPANY NAME] AGREE AS FOLLOWS: 1. Subject to the limitation set forth at Article [NUMBER] hereof, the INFORMATION provided to RECIPIENT or to which RECIPIENT has access, with respect to the business and activities of the INFORMANT or of any third party doing business with the INFORMANT shall be considered \"Confidential Information\". 2. The words \"Confidential Information\" shall not include information which: (a) is now or hereafter becomes generally available or known to the public, through no fault by RECIPIENT; (b) is known by RECIPIENT before it is disclosed to RECIPIENT under this Agreement, as evidenced by RECIPIENT's written records; or (c) is disclosed to RECIPIENT by a third party not bound by obligations or confidentiality to INFORMANT or to any third party. The onus of proving that any of the above-mentioned exceptions apply is on the RECIPIENT. 3. RECIPIENT can disclose the INFORMATION to its directors, officers, employees and to its subsidiaries or its affiliates directly concerned with the evaluation of the INFORMATION only after such directors, officers, employees, subsidiaries and affiliates have undertaken, in writing, to comply with the obligations undertaken by RECIPIENT under this Agreement. Unless it receives written permission from INFORMANT to disclose, in whole or in part, any Confidential Information to a third party, RECIPIENT shall maintain in confidence, not disclose and not authorize anyone to disclose such Confidential Information. RECIPIENT agrees not to use nor authorize anyone to use any Confidential Information for any purpose not authorized in writing by INFORMANT",null,"Mutual Confidentiality Agreement","3",30,"doc","https://templates.business-in-a-box.com/imgs/1000px/mutual-confidentiality-agreement-D954.png","https://templates.business-in-a-box.com/imgs/250px/954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#954.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Confidentiality Agreements","/templates/confidentiality-agreement/","mutual confidentiality agreement","Mutual Confidentiality Agreement Template","https://templates.business-in-a-box.com/imgs/400px/954.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Confidentiality & NDA","/templates/confidentiality-and-nda/",[36,40,44,48,52,56,60,64,68,72,76,80,84,99,117,131,146,159],{"label":37,"url":38,"thumb":39,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":41,"url":42,"thumb":43,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.png",{"label":45,"url":46,"thumb":47,"extension":10},"Customer Confidentiality Agreement","/template/customer-confidentiality-agreement-D951","https://templates.business-in-a-box.com/imgs/250px/951.png",{"label":49,"url":50,"thumb":51,"extension":10},"Confidentiality Agreement for Consultants, Contractors","/template/confidentiality-agreement-for-consultants-contractors-D949","https://templates.business-in-a-box.com/imgs/250px/949.png",{"label":53,"url":54,"thumb":55,"extension":10},"Confidentiality Agreement (Data Processing Services)","/template/confidentiality-agreement-data-processing-services-D948","https://templates.business-in-a-box.com/imgs/250px/948.png",{"label":57,"url":58,"thumb":59,"extension":10},"Mutual Indemnification and Hold Harmless Agreement","/template/mutual-indemnification-and-hold-harmless-agreement-D894","https://templates.business-in-a-box.com/imgs/250px/894.png",{"label":61,"url":62,"thumb":63,"extension":10},"Email Confidentiality and Disclaimer Notice","/template/email-confidentiality-and-disclaimer-notice-D952","https://templates.business-in-a-box.com/imgs/250px/952.png",{"label":65,"url":66,"thumb":67,"extension":10},"Mutual Release","/template/mutual-release-D1043","https://templates.business-in-a-box.com/imgs/250px/1043.png",{"label":69,"url":70,"thumb":71,"extension":10},"Mutual Cancellation of Lease","/template/mutual-cancellation-of-lease-D1184","https://templates.business-in-a-box.com/imgs/250px/1184.png",{"label":73,"url":74,"thumb":75,"extension":10},"Mutual Termination of Contract","/template/mutual-termination-of-contract-D513","https://templates.business-in-a-box.com/imgs/250px/513.png",{"label":77,"url":78,"thumb":79,"extension":10},"Contractor Non-Disclosure Agreement (NDA)","/template/contractor-non-disclosure-agreement-nda-D13825","https://templates.business-in-a-box.com/imgs/250px/13825.png",{"label":81,"url":82,"thumb":83,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"description":85,"descriptionCustom":6,"label":86,"pages":8,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":92,"description":6},"non disclosure agreement nda",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":20,"url":97},"confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":87,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":116},"EMPLOYEE NON-DISCLOSURE AGREEMENT This Employee Non-Disclosure Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In consideration of employment by Company and disclosure by Company of confidential and trade secret information, the undersigned Employee hereby covenants and agrees as follows: Confidentiality Employee acknowledges that during Employee's employment by Company, Employee will be exposed to valuable confidential and trade secret information of Company. Employee agrees to treat all such information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after the term of this Agreement. Employee acknowledges that trade secrets of the Company will consist of but will not be necessarily limited to: Technical information: Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects. Business information: Customer lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans. Employee understands that this Agreement does not and will not prevent him/her from working for any other Company subsequent to the termination of his/her employment with the Company as long as the Employee does not use or disclose any such confidential and proprietary information. Use Employee shall not use Company's confidential and trade secret information, except to the extent necessary to provide services or goods requested by Company. Enforcement","Employee Non Disclosure Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/employee-non-disclosure-agreement-D538.png","https://templates.business-in-a-box.com/imgs/250px/538.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#538.xml",{"title":107,"description":6},"employee non disclosure agreement",[109,112,115],{"label":110,"url":111},"Human Resources","human-resources",{"label":113,"url":114},"Hire an Employee","hire-employee",{"label":17,"url":95},"/template/employee-non-disclosure-agreement-D538",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[127,128],{"label":17,"url":95},{"label":17,"url":95},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":144,"url":145},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[141],{"label":142,"url":143},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":147,"descriptionCustom":6,"label":148,"pages":120,"size":87,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":158},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":153,"description":6},"employment agreement_at will employee",[155,156,157],{"label":110,"url":111},{"label":113,"url":114},{"label":17,"url":95},"/template/employment-agreement_at-will-employee-D541",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":87,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":173},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":167,"description":6},"partnership agreement",[169,170],{"label":17,"url":95},{"label":171,"url":172},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":252,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":457,"jurisdictions":470,"related_template_ids_curated":491,"schema":500,"classification":501},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Mutual Confidentiality Agreement Template | Free Word Download","Free mutual confidentiality agreement template for two-way information sharing. Covers definitions, obligations, exclusions, and remedies.","mutual confidentiality agreement template",[181,182,183,184,185,186,187],"mutual nda template","bilateral nda template","mutual confidentiality agreement free","mutual nda template word","two-way nda template","mutual confidentiality agreement pdf","business nda template",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"medium",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Mutual Confidentiality Agreement (also called a bilateral NDA) is a legally binding contract in which two parties agree to protect each other's confidential information — trade secrets, financial data, product roadmaps, and proprietary processes — from unauthorized disclosure or use. This free Word download covers definitions, permitted disclosures, obligations, exclusions, term, and remedies in a single balanced document you can edit online and export as PDF in minutes.\n","Use it whenever two businesses are exploring a partnership, merger, acquisition, joint venture, or integration where both sides will share sensitive information with each other before a formal deal is signed.\n","Parties and recitals, definition of confidential information, mutual obligations of confidentiality and non-use, permitted disclosures, standard exclusions (publicly available, independently developed, rightfully received), term and termination, return or destruction of information, remedies and injunctive relief, and governing law.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Startup founders","Protecting IP and financials during early acquisition or partnership talks","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Business development managers","Covering pre-deal information sharing with potential strategic partners","persona-business-dev",{"title":209,"use_case":210,"icon_asset_id":211},"M&A attorneys and advisors","Establishing confidentiality obligations before due diligence begins","persona-lawyer",{"title":213,"use_case":214,"icon_asset_id":215},"Technology companies","Sharing API specifications or source code samples during integration scoping","persona-tech-company",{"title":217,"use_case":218,"icon_asset_id":219},"Small business owners","Exploring a co-marketing or supply arrangement with another business","persona-small-business-owner",{"title":221,"use_case":222,"icon_asset_id":223},"Corporate executives","Initiating joint venture discussions that require sharing financial projections","persona-ceo",[225,229,233,237,241,245,248],{"situation":226,"recommended_template":227,"slug":228},"Only one party is sharing sensitive information","One-Way Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":230,"recommended_template":231,"slug":232},"Covering an employee who will access company secrets","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":234,"recommended_template":235,"slug":236},"Protecting information shared with an independent contractor","Contractor NDA","independent-contractor-agreement-D160",{"situation":238,"recommended_template":239,"slug":240},"Covering confidentiality during formal M&A due diligence","M&A Non-Disclosure Agreement","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":242,"recommended_template":243,"slug":244},"Sharing proprietary technology for a licensing evaluation","Technology Non-Disclosure Agreement","contractor-non-disclosure-agreement-nda-D13825",{"situation":246,"recommended_template":119,"slug":247},"Exploring a potential joint venture with defined IP contributions","joint-venture-agreement-D889",{"situation":249,"recommended_template":250,"slug":251},"Covering a vendor with access to customer data subject to privacy law","Data Processing Agreement","data-processing-agreement-D13954",[253,256,259,262,265,268,271,274,277,280],{"term":254,"definition":255},"Confidential Information","Any non-public information one party discloses to the other, including trade secrets, financials, customer lists, product plans, and technical data, as defined in the agreement.",{"term":257,"definition":258},"Disclosing Party","The party sharing confidential information with the other side — in a mutual NDA, each party is simultaneously a disclosing and a receiving party.",{"term":260,"definition":261},"Receiving Party","The party receiving confidential information and accepting the obligation to protect and not misuse it.",{"term":263,"definition":264},"Non-Use Obligation","The requirement that the receiving party use confidential information only for the agreed purpose and not to gain a competitive advantage.",{"term":266,"definition":267},"Permitted Disclosure","A situation where a receiving party is legally allowed to share confidential information — typically to employees or advisors who need to know it, or when compelled by a court order.",{"term":269,"definition":270},"Exclusions from Confidentiality","Categories of information that fall outside the agreement's protections — most commonly information that is already public, independently developed, or lawfully received from a third party.",{"term":272,"definition":273},"Term","The period during which the confidentiality obligations are active — typically 2–5 years from signing, with some provisions (particularly for trade secrets) surviving indefinitely.",{"term":275,"definition":276},"Injunctive Relief","A court order requiring a party to stop a specific action — the standard remedy for NDA breaches because monetary damages are often difficult to quantify once confidential information has been disclosed.",{"term":278,"definition":279},"Trade Secret","Information that derives economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy — protected indefinitely under applicable law independent of any NDA.",{"term":281,"definition":282},"Residuals Clause","An optional provision allowing a receiving party's employees to use in their unaided memory information absorbed during the relationship — commonly negotiated out by technology companies protecting source code.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties and purpose","Identifies both parties by legal name and states the specific business purpose for which information will be shared — the reason both parties are entering the agreement.","This Mutual Confidentiality Agreement is entered into as of [DATE] between [PARTY A LEGAL NAME], a [STATE] [ENTITY TYPE] ('Party A'), and [PARTY B LEGAL NAME], a [STATE] [ENTITY TYPE] ('Party B'), in connection with the parties' exploration of a potential [BUSINESS RELATIONSHIP/TRANSACTION] (the 'Purpose').","Stating the purpose too broadly (e.g., 'any future business') rather than the specific transaction. An overly broad purpose can extend protections beyond what either party intended and create obligations that outlast the relevant relationship.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Definition of confidential information","Specifies exactly what types of information are covered — the broader and more precise this definition, the stronger the protection. It should include written, oral, electronic, and visual disclosures.","'Confidential Information' means any non-public information disclosed by one party to the other in connection with the Purpose, including but not limited to trade secrets, financial data, customer lists, technical specifications, product roadmaps, pricing, and business strategies, whether disclosed in writing, orally, visually, or by any other means.","Requiring confidential information to be marked 'CONFIDENTIAL' in writing to qualify. Oral disclosures are common in business discussions, and a marking requirement leaves them unprotected unless a written summary is provided within a set follow-up period.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Mutual confidentiality and non-use obligations","The core operative clause — each party promises to keep the other's confidential information secret and to use it only for the stated purpose, applying at least the same care they apply to their own confidential information (and no less than reasonable care).","Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use the other party's Confidential Information solely for the Purpose; and (c) protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.","Omitting the non-use obligation and only prohibiting disclosure. A party that internally uses confidential information to compete — without ever disclosing it to a third party — technically complies with a disclosure-only clause while causing real harm.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Permitted disclosures to representatives","Allows each party to share confidential information with its own employees, officers, attorneys, accountants, and advisors who have a genuine need to know it for the stated purpose — and makes the disclosing party responsible for ensuring those representatives comply.","Each party may disclose the other party's Confidential Information to its directors, officers, employees, legal counsel, and financial advisors ('Representatives') who need to know such information for the Purpose, provided that such Representatives are bound by confidentiality obligations no less restrictive than those in this Agreement, and each party remains liable for any breach by its Representatives.","Failing to specify that Representatives must be bound by obligations at least as protective as the agreement itself. Without this, a party can share trade secrets with a consultant or agent who owes no independent duty of confidentiality.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Exclusions from confidentiality","Carves out four standard categories that cannot be protected: information already public, information the receiving party already knew, information independently developed without reference to the disclosing party's data, and information lawfully received from a third party with no restriction on disclosure.","The obligations in this Agreement do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.","Drafting exclusions that are too narrow — for example, only excluding information that is 'in the public domain' without covering information that later becomes publicly available. Courts will enforce the literal text, leaving parties arguing over technicalities.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Compelled disclosure","Addresses what happens if a court or regulator requires a party to disclose the other's confidential information — typically requiring the receiving party to give prompt notice so the disclosing party can seek a protective order.","If a receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide the disclosing party with prompt written notice of such requirement to the extent permitted by law; (b) cooperate with the disclosing party in seeking a protective order or other appropriate relief; and (c) disclose only the minimum amount required.","Omitting this clause entirely. Without it, a receiving party served with a subpoena has no contractual obligation to notify the disclosing party — who then has no opportunity to intervene and protect its trade secrets.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Term and termination","Sets the duration of the agreement and each party's confidentiality obligations, and clarifies that obligations survive termination for a defined period — or indefinitely for trade secrets.","This Agreement shall commence on the date first signed and continue for [TWO (2)] years unless earlier terminated by either party on [THIRTY (30)] days' written notice. Confidentiality obligations shall survive termination for [THREE (3)] years; obligations with respect to trade secrets shall survive indefinitely.","Setting the same fixed term for all confidential information, including trade secrets. Trade secrets have indefinite legal protection under the Defend Trade Secrets Act and equivalent statutes — a 2-year term cap effectively hands over trade secrets at expiration.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Return or destruction of information","Requires each party, upon request or at termination, to return or permanently destroy the other's confidential information — including copies in all formats — and to certify in writing that it has done so.","Upon the disclosing party's request or upon termination of this Agreement, the receiving party shall promptly return or, at the disclosing party's election, permanently destroy all Confidential Information (including all copies, notes, and derivatives thereof) and provide written certification of such return or destruction within [TEN (10)] business days.","No carve-out for information retained in routine system backups or required to be kept by law. Without it, the return-or-destroy obligation is technically breached every time an automated backup runs — which courts generally find impractical to enforce.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Remedies and injunctive relief","Acknowledges that monetary damages may be inadequate for an NDA breach and expressly authorizes the disclosing party to seek an injunction without posting a bond — removing a procedural hurdle that could delay emergency court relief.","Each party acknowledges that breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy, and that the disclosing party shall be entitled to seek injunctive or other equitable relief without the requirement of posting bond or other security, in addition to all other remedies available at law or equity.","Omitting this clause and relying on a general damages claim. Proving the dollar value of a trade secret disclosure is notoriously difficult — without the express injunctive-relief provision, a court may require the injured party to post a bond and demonstrate specific monetary harm before granting emergency relief.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes will be resolved — typically litigation in a named court, or arbitration for parties that prefer confidential proceedings.","This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in [CITY, STATE], and each party consents to the personal jurisdiction of such courts.","Choosing a governing-law jurisdiction with no connection to either party's business. Courts in some states — California in particular — apply local law to disputes involving California-based employees or operations regardless of what the contract states.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify both parties with full legal names","Enter each party's registered legal entity name, state or country of formation, and principal address. Do not use trade names or brand names as the party designations.","Verify the exact legal name against each party's state corporate registry before signing — a misspelled entity name can complicate enforcement.",{"step":341,"title":342,"description":343,"tip":344},2,"Define the specific business purpose","Describe the transaction or discussion the agreement covers — for example, 'evaluation of a potential acquisition of Party B by Party A' or 'scoping of a technology integration between the parties.' Keep it narrow enough to be meaningful but broad enough to cover all related discussions.","A purpose clause that is too vague ('any future business dealings') makes it harder to argue that information shared five years later is outside scope.",{"step":346,"title":347,"description":348,"tip":349},3,"Tailor the definition of confidential information","Review the standard definition and add any specific categories critical to your situation — source code, customer data, clinical trial results, pricing models. Confirm whether oral disclosures are covered and whether any marking requirement applies.","If oral disclosures will be common, add a clause requiring a written summary within five business days — this creates a clean record without a strict marking obligation.",{"step":351,"title":352,"description":353,"tip":354},4,"Set the term and survival period","Choose a mutual term of 2–5 years depending on the sensitivity of the information and the expected length of the relationship. Set a longer or indefinite survival period for trade secrets specifically.","For technology companies sharing source code, consider an indefinite survival period for that specific category, even if the general term is two years.",{"step":356,"title":357,"description":358,"tip":359},5,"Confirm the permitted-disclosure list","Review who each party's Representatives may include and confirm that all listed categories — employees, counsel, accountants, advisors — are actually needed. Remove categories that are not relevant to reduce your exposure.","Add a requirement that Representatives be identified in writing upon request if the information is particularly sensitive — this gives you a record of everyone who accessed it.",{"step":361,"title":362,"description":363,"tip":364},6,"Review the return-or-destroy clause and add a backup carve-out","Confirm the timeframe for return or destruction (10 business days is standard) and add language exempting information stored in routine automated backups that cannot practicably be deleted, subject to continued confidentiality obligations.","Request a written certification of destruction — a simple email confirmation is sufficient for most situations but should be retained in your contract file.",{"step":366,"title":367,"description":368,"tip":369},7,"Choose governing law tied to a real connection","Select the state or country whose law will govern the agreement — typically where the transaction is centered or where both parties maintain operations. Confirm there is a genuine nexus to avoid a court disregarding the choice-of-law provision.","If parties are in different countries, consider arbitration under ICC or AAA rules instead of court litigation — arbitration awards are enforceable in more than 170 countries under the New York Convention.",{"step":371,"title":372,"description":373,"tip":374},8,"Sign before sharing any confidential information","Both parties must execute the agreement before any sensitive information changes hands. A signed copy should be delivered to each party and stored in a secure contract management system.","Use Business in a Box eSign to timestamp execution and create a tamper-evident record — this is critical if you ever need to establish the exact date obligations began.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Sharing information before the agreement is signed","Information disclosed before the agreement is executed is generally not covered by it, even if the parties intended it to be. A single introductory meeting where financials are shared informally can fall outside the agreement's protections.","Execute the agreement before the first substantive discussion. If information was shared at an initial meeting, add a clause explicitly covering pre-agreement disclosures made on or after a specified date.",{"mistake":381,"why_it_matters":382,"fix":383},"Using a one-way NDA when both parties are sharing secrets","A one-way NDA only protects the disclosing party. In a partnership or acquisition exploration, both parties typically share sensitive data — using a one-way agreement leaves one side legally unprotected.","Use a mutual NDA any time both parties will share confidential information, regardless of whether the volumes shared are equal.",{"mistake":385,"why_it_matters":386,"fix":387},"No defined purpose clause","Without a stated purpose, the scope of permitted use is ambiguous. The receiving party may argue it was entitled to use confidential information for any internal business purpose, not just the specific transaction contemplated.","Draft a one-to-two sentence purpose clause that names the specific transaction or discussion — then tie the non-use obligation expressly to that purpose.",{"mistake":389,"why_it_matters":390,"fix":391},"Setting a fixed term that expires for trade secrets","Trade secrets qualify for indefinite legal protection under the Defend Trade Secrets Act (US), equivalent provincial and federal statutes in Canada, and comparable laws elsewhere. A 2-year NDA term that expires leaves trade secrets unprotected regardless of how sensitive they are.","Include express language that obligations with respect to trade secrets survive the agreement's general term indefinitely, separate from the standard 2–5 year term for other confidential information.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the injunctive-relief clause","Proving monetary damages for a confidentiality breach is notoriously difficult — courts often require a bond and quantified harm before granting emergency relief. Without an express injunctive-relief provision, stopping a breach in real time is significantly harder.","Include the standard acknowledgment that breach causes irreparable harm and that each party is entitled to seek injunctive relief without bond — this is a market-standard clause that no reasonable counterparty should object to.",{"mistake":397,"why_it_matters":398,"fix":399},"No carve-out for legally compelled disclosures","A party served with a government subpoena or court order has no practical choice but to produce the information. Without a compelled-disclosure clause, complying with the legal process technically breaches the NDA — exposing an innocent party to liability.","Add a compelled-disclosure provision requiring prompt notice to the other party (to the extent permitted by law), cooperation in seeking a protective order, and disclosure of only the minimum amount required.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a mutual confidentiality agreement?","A mutual confidentiality agreement — also called a bilateral NDA or mutual non-disclosure agreement — is a legally binding contract in which two parties agree to protect each other's confidential information from unauthorized disclosure and use. Unlike a one-way NDA, the obligations run in both directions: each party is simultaneously a disclosing party and a receiving party. It is typically used when both sides will share sensitive information during a business negotiation, partnership exploration, or due diligence process.\n",{"question":405,"answer":406},"What is the difference between a mutual NDA and a one-way NDA?","A one-way NDA protects only the disclosing party's information — the receiving party has obligations but the disclosing party does not. A mutual NDA creates symmetrical obligations: both parties are bound to protect what they receive. Use a one-way NDA when only one party is sharing sensitive data (for example, a vendor learning a client's processes). Use a mutual NDA whenever both parties will share confidential information, regardless of whether the volumes exchanged are equal.\n",{"question":408,"answer":409},"How long should a mutual confidentiality agreement last?","Two to five years is the standard range for general confidential information in most business contexts. The appropriate term depends on how long the underlying negotiation is likely to run and how quickly the information will become commercially stale. Trade secrets should be covered by an indefinitely surviving obligation — not capped at the agreement's general term — because they retain legal protection for as long as they remain secret. A two-year cap on trade-secret obligations effectively surrenders protection at expiration.\n",{"question":411,"answer":412},"Is a mutual confidentiality agreement legally enforceable?","A mutual confidentiality agreement is generally enforceable when it meets the basic requirements of a valid contract — offer, acceptance, and consideration (the mutual exchange of confidentiality obligations itself constitutes consideration in a bilateral NDA). Courts in the US, Canada, the UK, and the EU routinely enforce mutual NDAs. Enforceability can be weakened by an overly broad definition of confidential information, an unreasonably long term, or a governing-law clause with no connection to either party.\n",{"question":414,"answer":415},"Does a mutual confidentiality agreement need to be notarized?","No. In the vast majority of jurisdictions, a mutual confidentiality agreement does not require notarization to be valid or enforceable. Both parties' wet or electronic signatures are sufficient. Notarization may be required in certain international contexts or if the agreement will be used in a jurisdiction with specific formality requirements — consult local counsel if the transaction crosses into a civil-law country where notarial acts carry greater legal significance.\n",{"question":417,"answer":418},"What happens if one party breaches the mutual NDA?","The non-breaching party can pursue monetary damages for losses caused by the breach and, critically, seek injunctive relief to stop further disclosure — which is often more valuable than damages because it acts immediately. Most mutual NDAs include an express injunctive-relief clause acknowledging irreparable harm and waiving the bond requirement, which lowers the procedural burden for obtaining emergency court relief. In some jurisdictions, willful misappropriation of trade secrets can also trigger exemplary damages and attorney fee awards.\n",{"question":420,"answer":421},"Can a mutual NDA cover information shared before it was signed?","Not automatically. Information disclosed before signing is generally outside the agreement's scope. To cover pre-agreement disclosures, add a clause that expressly brings within scope any information shared between the parties on or after a specified prior date. This is particularly important when a preliminary conversation included financials or technical details before the parties formalized the relationship.\n",{"question":423,"answer":424},"Do mutual NDAs protect against employees misusing confidential information?","A mutual NDA binds the corporate entity and its representatives who receive information under the agreement, but it does not replace a direct employee confidentiality obligation. For robust protection, each employee who accesses the other party's information should be subject to their own employment confidentiality agreement or a separate acknowledgment. The permitted-disclosure clause in the mutual NDA should require that Representatives be bound by obligations no less restrictive than the agreement itself.\n",{"question":426,"answer":427},"What is the residuals clause and should I accept it?","A residuals clause allows a receiving party's employees to use, in their unaided memory, information absorbed during the relationship — even after the NDA is in effect. It is a carve-out frequently pushed by large technology companies in B2B negotiations. For most businesses sharing standard commercial information, residuals clauses are relatively benign. For companies sharing source code, specific formulas, or detailed technical architecture, accepting a residuals clause significantly weakens protection and should generally be resisted or narrowly scoped.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"Technology / SaaS","industry-saas","Covers API specifications, source code samples, and product roadmaps shared during integration scoping or acquisition discussions, often with an indefinite term for source code.",{"industry":434,"icon_asset_id":435,"specifics":436},"Financial Services","industry-fintech","Protects financial models, client data, and proprietary trading strategies shared during partnership or data-sharing negotiations, with GLBA and securities-law compliance considerations.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare / Life Sciences","industry-healthtech","Covers clinical trial data, compound formulas, and patient information shared during licensing or co-development discussions, typically requiring HIPAA-compliant handling obligations.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing","industry-manufacturing","Protects production processes, supplier pricing, and product specifications shared during supply-chain partnership or joint-development negotiations, often with a longer 5-year term.",[446,448,451,454],{"vs":227,"vs_template_id":228,"summary":447},"A one-way NDA creates obligations only on the receiving party, protecting only the disclosing party's information. A mutual NDA runs in both directions, protecting both parties simultaneously. Use a one-way NDA when only a single party is sharing sensitive data; use a mutual NDA any time both parties will exchange confidential information during negotiations or due diligence.",{"vs":231,"vs_template_id":449,"summary":450},"employee-confidentiality-agreement-D541","An employee confidentiality agreement binds an individual employee to protect company information during and after employment and typically includes IP assignment and non-solicitation provisions. A mutual NDA binds two separate legal entities exploring a business relationship. For protecting company secrets from employees, use the employee agreement — the mutual NDA is designed for B2B transactions.",{"vs":119,"vs_template_id":452,"summary":453},"joint-venture-agreement-D162","A joint venture agreement governs the full terms of an ongoing collaborative business — profit sharing, governance, contributions, and exit — and typically contains its own confidentiality provisions. A mutual NDA is used at the pre-deal stage before the parties commit to a joint venture, covering the exploratory conversations and due diligence. The NDA precedes and is usually superseded by the joint venture agreement.",{"vs":250,"vs_template_id":455,"summary":456},"D{DATA_PROCESSING_AGREEMENT_ID}","A data processing agreement addresses obligations under GDPR, CCPA, and similar privacy laws when one party processes personal data on behalf of another — it is a regulatory compliance document. A mutual NDA protects commercially sensitive business information between two parties, independent of personal data or privacy law. Businesses sharing both customer data and proprietary business information may need both documents.",{"use_template":458,"template_plus_review":462,"custom_drafted":466},{"best_for":459,"cost":460,"time":461},"Standard business-to-business exploratory discussions, partnership scoping, and vendor evaluations where both parties share general commercial information","Free","15–20 minutes",{"best_for":463,"cost":464,"time":465},"Technology licensing discussions involving source code, pre-acquisition due diligence, or transactions where trade secrets are at the core of the business","$300–$700","1–2 days",{"best_for":467,"cost":468,"time":469},"Complex M&A transactions, cross-border deals with multiple jurisdictions, or situations where one party's entire competitive advantage rests on the information being shared","$1,500–$5,000+","1–2 weeks",[471,476,481,486],{"code":472,"name":473,"flag_asset_id":474,"note":475},"us","United States","flag-us","Trade secrets are protected federally under the Defend Trade Secrets Act of 2016 (DTSA) and at the state level under the Uniform Trade Secrets Act, adopted by 48 states. A mutual NDA supplements but does not replace these statutory protections. California courts apply strict scrutiny to non-use and non-compete provisions in NDAs — keep obligations limited to confidentiality and non-use for the specific purpose. Note that the FTC's proposed rule on non-competes, blocked in 2025, does not affect standard mutual NDA confidentiality obligations.",{"code":477,"name":478,"flag_asset_id":479,"note":480},"ca","Canada","flag-ca","Trade secret protection in Canada is primarily common-law based (no single federal statute equivalent to the DTSA), reinforced by the federal Trade-marks Act for marks and the Copyright Act for expression. Mutual NDAs are fully enforceable under federal and provincial contract law. Quebec law requires that contracts be available in French for provincially-regulated transactions — bilingual execution is recommended for parties operating in Quebec. Provincial privacy statutes (PIPEDA federally, and provincial equivalents in Quebec, BC, and Alberta) impose additional obligations when personal data is included in the information exchanged.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"uk","United Kingdom","flag-uk","Mutual NDAs are commonly used and fully enforceable in England and Wales under contract law principles. The common law of confidence provides additional independent protection for confidential information regardless of an NDA. Post-Brexit, UK GDPR applies when personal data is included in disclosures — ensure the NDA references appropriate data handling obligations or is paired with a data sharing agreement. Scotland follows Scots law, which is substantially similar for NDA purposes but has its own procedural rules for seeking interdict (the Scottish equivalent of an injunction).",{"code":487,"name":488,"flag_asset_id":489,"note":490},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonizes trade secret protection across member states, providing a statutory floor that complements contractual NDAs. GDPR applies whenever personal data is included in confidential information shared between the parties — a mutual NDA alone does not satisfy GDPR obligations, and a separate data processing or data sharing agreement is typically required. French and German courts both enforce mutual NDAs but apply local reasonableness standards; German courts in particular have a strong tradition of enforcing interim injunctions (einstweilige Verfügung) to stop imminent trade secret misappropriation.",[228,232,247,236,492,493,494,495,496,497,498,499],"employment-agreement_at-will-employee-D541","partnership-agreement-D12551","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","intellectual-property-assignment-D5229","data-sharing-agreement-D13514","technology-licensing-agreement-D13434","term-sheet-D473",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":95,"secondary_folder":502,"document_type":503,"industry":504,"business_stage":505,"tags":506,"confidence":512},"confidentiality-and-nda","agreement","general","all-stages",[507,508,509,510,511],"nda","confidentiality","legal","contract","mutual-agreement",0.98,"\u003Ch2>What is a Mutual Confidentiality Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Mutual Confidentiality Agreement\u003C/strong> — also called a bilateral NDA or mutual non-disclosure agreement — is a legally binding contract in which two parties agree to protect each other's confidential information from unauthorized disclosure or use. Unlike a one-way NDA, the obligations run symmetrically: each party is simultaneously a disclosing party and a receiving party, and each owes the other the same duties of protection and restricted use. The agreement defines what qualifies as confidential, sets the permitted purposes for which it can be used, establishes standard exclusions, and provides remedies — including injunctive relief — when the obligations are breached. It is the standard instrument parties reach for before sharing trade secrets, financial data, product roadmaps, or proprietary processes in the context of a potential partnership, acquisition, integration, or joint venture.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a mutual confidentiality agreement in place, information shared during early-stage business discussions is legally exposed from the moment it leaves your possession. A competitor who learns your pricing model, product roadmap, or customer list in the context of an exploratory meeting owes you no contractual duty of silence unless an NDA was signed first — and the common-law duty of confidence, while real, is significantly harder to enforce than a clear written obligation. The practical consequences are concrete: trade secrets can migrate to competitors, acquisition targets can walk away with your strategic plans, and technology partners can reverse-engineer proprietary processes without any clear contractual remedy. A properly executed mutual NDA closes those gaps in 20 minutes, gives both parties an enforceable non-use obligation tied to the specific transaction, and preserves your right to seek immediate injunctive relief — the only remedy fast enough to matter when sensitive information is about to be misused.\u003C/p>\n",1779809001839]