[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-mutual-non-disclosure-agreement-D955":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":524},{"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 NON-DISCLOSURE AGREEMENT This Mutual 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, in order to pursue the mutual business purpose of a possible transaction between Disclosing Party and Receiving Party and/or their affiliates (the \"Transaction\"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates. WHEREAS, all such information, delivered by or on behalf of one party and/or its affiliates (the \"Disclosing Party\") to the other party (the \"Receiving Party\") and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Party and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as \"Evaluation Material\". NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows: NON-DISCLOSURE OF EVALUATION MATERIAL The Evaluation Material will be used by the Receiving Party solely for the purpose of evaluating the Transaction. Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion thereof may be disclosed to affiliates, directors, officers, employees, advisors, attorneys, agents, controlling persons, potential bidding partners and financing sources or other representatives (each, a \"Representative\", and collectively, the \"Representatives\") of the Receiving Party who need to know such information for the purpose of evaluating the Transaction and who agree to treat the Evaluation Material in accordance with the terms of this Agreement. The term \"Evaluation Material\" does not include information which: Is or becomes generally available to the public other than as a result of the breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives; Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement; Was within the Receiving Party and/or any of its Representatives' possession prior to it being furnished to the Receiving Party and/or any of its Representatives by or on behalf of the Disclosing Party pursuant to the terms hereof; or Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above, the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information. DISCLOSURE UNDER COURT ORDER OR SUBPOENA In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed. CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT Unless otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person (other than Representatives of the parties hereto who need to know such information for the purpose of evaluating the Transaction and who agree to treat such information in accordance with the terms of this Agreement) any of the terms or conditions of the Transaction. OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within [NUMBER] days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material, memoranda, notes, copies, excerpts and other writings or recordings whatsoever prepared by the Receiving Party and/or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, any destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction. 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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},[95],{"label":96,"url":97},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":113,"url":114},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second 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] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[110,112],{"label":17,"url":111},"business-legal-agreements",{"label":17,"url":111},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":127,"url":128},"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},[125,126],{"label":17,"url":111},{"label":17,"url":111},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"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",513,"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":138,"description":6},"partnership agreement",[140,141],{"label":17,"url":111},{"label":142,"url":143},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":133,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":157,"url":158},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":153,"description":6},"letter of intent_acquisition of business",[155,156],{"label":17,"url":111},{"label":17,"url":111},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":160,"descriptionCustom":6,"label":161,"pages":118,"size":133,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":175},"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":166,"description":6},"employment agreement_at will employee",[168,171,174],{"label":169,"url":170},"Human Resources","human-resources",{"label":172,"url":173},"Hire an Employee","hire-employee",{"label":17,"url":111},"/template/employment-agreement_at-will-employee-D541",false,{"seo":178,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":225,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":452,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Mutual Non-Disclosure Agreement Template (Free Word)","Free mutual NDA template for protecting confidential information shared between two parties. Covers definitions, obligations, exclusions, and term. Free Word and PDF download.","mutual non-disclosure agreement template",[183,184,185,186,187,188,189],"mutual nda template","mutual non-disclosure agreement template word","two-way nda template","mutual nda template free","bilateral nda template","mutual non-disclosure agreement sample","mutual nda form",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"medium",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Mutual Non-Disclosure Agreement (MNDA) is a legally binding contract between two parties who both intend to share confidential information with each other and need equal protection against unauthorized disclosure. This free Word download covers all core provisions — definition of confidential information, obligations, permitted disclosures, exclusions, term, and remedies — in a single ready-to-execute document you can edit online and export as PDF.\n","Use it before any business discussion where both sides will exchange sensitive information — exploratory partnership talks, joint venture negotiations, M&A due diligence, co-development discussions, or vendor evaluations involving proprietary data on both sides.\n","Party identification, a precise definition of confidential information, mutual obligations of non-disclosure and non-use, permitted disclosures to employees and advisors, standard exclusions (public domain, independent development), agreement term and survival period, and injunctive relief and governing law clauses.\n",[202,206,210,214,217,221],{"title":203,"use_case":204,"icon_asset_id":205},"Startup founders","Protecting proprietary technology during co-founder or investor talks","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Business development managers","Covering both parties before sharing pricing and roadmap data in partnership negotiations","persona-business-development",{"title":211,"use_case":212,"icon_asset_id":213},"M&A advisors and dealmakers","Governing information exchange during due diligence between buyer and seller","persona-ceo",{"title":215,"use_case":216,"icon_asset_id":205},"Product and engineering teams","Sharing technical specifications and IP during joint development discussions",{"title":218,"use_case":219,"icon_asset_id":220},"Procurement and vendor managers","Exchanging operational data and pricing with strategic suppliers during RFP processes","persona-operations-director",{"title":222,"use_case":223,"icon_asset_id":224},"Small business owners","Entering a potential merger or franchise arrangement that requires sharing financials","persona-small-business-owner",[226,230,234,238,242,245,249],{"situation":227,"recommended_template":228,"slug":229},"Only one party is sharing confidential information","Non-Disclosure Agreement (One-Way)","non-disclosure-agreement-nda-D12692",{"situation":231,"recommended_template":232,"slug":233},"Protecting confidential information shared with a new employee","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":235,"recommended_template":236,"slug":237},"Covering confidential disclosures to an independent contractor","Independent Contractor NDA","independent-contractor-agreement-D160",{"situation":239,"recommended_template":240,"slug":241},"M&A due diligence where the seller is the primary disclosing party","Confidentiality Agreement (M&A)","confidentiality-agreement-D950",{"situation":243,"recommended_template":244,"slug":241},"Ongoing vendor relationship requiring continuous confidentiality obligations","Vendor Confidentiality Agreement",{"situation":246,"recommended_template":247,"slug":248},"Technology co-development with shared IP creation","Joint Development Agreement","joint-development-agreement-standard-D887",{"situation":250,"recommended_template":251,"slug":252},"Protecting trade secrets in a long-term strategic alliance","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Confidential Information","Any non-public data, materials, or knowledge one party discloses to the other under the agreement, typically requiring a marking or written confirmation within a defined window to qualify.",{"term":258,"definition":259},"Disclosing Party","The party sharing confidential information in a given exchange; in a mutual NDA, each party acts as both disclosing party and receiving party at different points.",{"term":261,"definition":262},"Receiving Party","The party receiving confidential information and taking on the obligation to protect and not misuse it.",{"term":264,"definition":265},"Non-Use Obligation","A restriction preventing the receiving party from using the disclosing party's confidential information for any purpose other than the stated purpose of the agreement.",{"term":267,"definition":268},"Exclusions from Confidentiality","Categories of information that are not protected, including information already in the public domain, independently developed by the receiving party, or received from a third party without restriction.",{"term":270,"definition":271},"Term","The period during which the agreement is active and new confidential disclosures can be made, separate from the survival period that governs obligations after expiry.",{"term":273,"definition":274},"Survival Period","The length of time confidentiality obligations continue after the agreement expires or is terminated — commonly 2 to 5 years depending on the sensitivity of the information.",{"term":276,"definition":277},"Injunctive Relief","A court order requiring a party to stop a specific action immediately, available as a remedy for NDA breaches because monetary damages are often difficult to calculate for confidentiality violations.",{"term":279,"definition":280},"Residuals","A clause in some technology NDAs allowing the receiving party to use information retained in unaided human memory even after the agreement ends — a significant carve-out that narrows protection.",{"term":282,"definition":283},"Need-to-Know Basis","A standard limiting disclosure of confidential information within the receiving party's organization to only those employees or advisors who genuinely require it to fulfill the agreement's purpose.",{"term":285,"definition":286},"Trade Secret","Confidential business information that provides a competitive advantage and is protected under statute (e.g., the US Defend Trade Secrets Act) independently of any NDA.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and purpose","Identifies both parties by their full legal names and states the specific business purpose for which confidential information will be shared.","This Mutual Non-Disclosure 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 [DESCRIPTION OF PURPOSE].","Using trade names or abbreviations instead of full registered entity names. If the names do not match the parties' corporate registrations, enforcing the agreement against the correct legal entity becomes unnecessarily complicated.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definition of confidential information","Specifies what qualifies as confidential — including written, oral, and electronic disclosures — and sets any marking or follow-up confirmation requirement for oral disclosures.","'Confidential Information' means any non-public information disclosed by one party to the other, in any form, that is designated as 'Confidential' at the time of disclosure or, if disclosed orally, confirmed in writing within [30] days of disclosure.","Defining confidential information so broadly that it covers 'all information exchanged.' Courts may void or narrow an overbroad definition, leaving genuinely sensitive disclosures unprotected.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Mutual obligations of non-disclosure and non-use","Each party agrees to hold the other's confidential information in strict confidence, use it only for the stated purpose, and not disclose it to any third party without prior written consent.","Each party agrees to (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.","Omitting the non-use obligation and focusing only on non-disclosure. A party can cause serious damage by using confidential information internally without ever sharing it externally.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Permitted disclosures","Allows each party to share the other's confidential information with its own employees, contractors, and advisors who need it for the stated purpose, provided those recipients are bound by equivalent confidentiality obligations.","Each party may disclose Confidential Information to its employees, officers, directors, legal counsel, and financial advisors ('Representatives') who have a need to know for the Purpose, provided that such Representatives are bound by confidentiality obligations at least as protective as those in this Agreement.","Not requiring that third-party advisors (lawyers, accountants, investors) be bound by equivalent obligations before receiving access. This creates a gap through which confidential information can flow without protection.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Exclusions from confidentiality","Lists the four standard carve-outs: information already public, information the receiving party knew before disclosure, information independently developed, and information lawfully received from a third party.","Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is lawfully received from a third party without restriction.","Removing the independent development exclusion. Without it, a party could be held liable for developing similar technology or strategies through its own separate efforts, which courts consistently find unreasonable.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Compelled disclosure","Addresses what happens if a receiving party is legally required to disclose confidential information — e.g., by court order or regulatory subpoena — requiring prompt notice so the disclosing party can seek a protective order.","If the Receiving Party is required by law or court order to disclose Confidential Information, it shall (a) provide prompt written notice to the Disclosing Party before disclosure to the extent permitted by law; (b) cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only that portion of Confidential Information legally required.","No compelled disclosure clause at all. Without it, a receiving party that receives a subpoena may legally hand over confidential documents with no obligation to give the disclosing party a chance to challenge it.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Term and survival","Sets the active period of the agreement during which new disclosures can be made, and the separate survival period during which confidentiality obligations continue after the agreement ends.","This Agreement shall remain in effect for [2] years from the Effective Date ('Term'). The confidentiality obligations set forth herein shall survive expiration or termination of this Agreement for a period of [3] years following the end of the Term with respect to Confidential Information disclosed during the Term.","Conflating the agreement term with the survival period. If the NDA expires after 1 year with no survival clause, all obligations end — meaning information disclosed in month 11 is unprotected less than 30 days after it was shared.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Return or destruction of confidential information","Requires each party to return or certifiably destroy the other's confidential information — including copies — upon request or upon termination of the agreement.","Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and upon request certify in writing that destruction has been completed.","Forgetting to address electronic copies, backups, and cached data. A return-or-destroy clause limited to physical documents leaves digital copies in place, which is where most confidential information actually lives.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Remedies and injunctive relief","States that a breach would cause irreparable harm for which monetary damages are inadequate and that the non-breaching party is entitled to seek injunctive relief without posting a bond.","Each party acknowledges that breach of this Agreement would cause irreparable harm to the other party for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief without the requirement of posting a bond or other security.","Omitting the 'no bond required' language. Without it, a party seeking an emergency injunction may be required to post a substantial cash bond before a court will act, creating a practical barrier to emergency relief.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and the forum — court or arbitration — for resolving disputes.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / JURISDICTION], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration administered by [AAA] in [CITY] / litigation in the state or federal courts of [COUNTY/STATE]].","Choosing governing law from a jurisdiction that has no connection to either party's operations. Courts may refuse to apply it, and the mismatch signals a template was used without customization — undermining the agreement's perceived care and enforceability.",[339,344,349,354,359,364,369],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both parties with full legal names","Enter each party's complete registered legal entity name, entity type (LLC, Inc., Ltd.), and state or country of formation. Add a primary contact name and address for each party.","Cross-check the entity name against the relevant corporate registry — a single-word discrepancy can complicate enforcement.",{"step":345,"title":346,"description":347,"tip":348},2,"State the specific purpose of the agreement","Write a precise one-to-two sentence description of the business context — for example, 'evaluation of a potential co-development arrangement for [PRODUCT CATEGORY].' Avoid vague language like 'general business discussions.'","A narrow purpose clause protects both parties — it limits how the other side can use your information and prevents scope creep.",{"step":350,"title":351,"description":352,"tip":353},3,"Define confidential information precisely","Decide whether oral disclosures are covered and, if so, how long after the discussion the disclosing party has to confirm them in writing. Consider whether specific categories — source code, customer lists, financial projections — should be explicitly named.","If your most sensitive information is technical or belongs to a specific category, naming it explicitly creates stronger protection than a generic catch-all.",{"step":355,"title":356,"description":357,"tip":358},4,"Set the agreement term and survival period","Enter the active term — typically 1 to 3 years — and the separate survival period for confidentiality obligations after the term ends. Common practice is a 3- to 5-year survival period for most commercial agreements.","For discussions involving long-lived assets like patents or formulas, consider a survival period that matches the expected commercial life of the information.",{"step":360,"title":361,"description":362,"tip":363},5,"Confirm the permitted-disclosures scope","Review the list of permitted recipients (employees, contractors, advisors) and confirm each category is appropriate. Add or remove categories based on your actual team structure and whether external advisors like investment bankers or technical consultants will need access.","If you will share the information with outside investors during a funding round, add 'potential financing sources bound by equivalent confidentiality obligations' to the permitted list.",{"step":365,"title":366,"description":367,"tip":368},6,"Choose governing law and dispute resolution","Select the jurisdiction whose law governs the agreement — typically the state or country where the primary operating entity is located. Decide between arbitration (faster, private, final) and court litigation (public record, appellate rights).","If the parties are in different states, choose governing law in the state with the stronger trade-secret protection statutes — most US states have adopted the Uniform Trade Secrets Act, but enforcement quality varies.",{"step":370,"title":371,"description":372,"tip":373},7,"Execute before any confidential information is shared","Both authorized signatories must sign — and date — the agreement before any confidential information changes hands. Use Business in a Box eSign to timestamp execution and store the fully executed copy in BIB Drive.","Information shared before the NDA is signed is not covered by it. If an inadvertent disclosure has already occurred, address it explicitly in the agreement or with a separate side letter.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Sharing confidential information before signing","Any information disclosed before execution is not covered by the NDA. A party who receives sensitive data before signing has no contractual obligation to protect it, and trade-secret status may be weakened by the voluntary disclosure.","Execute the agreement — with confirmed signatures on both sides — before any documents are shared, any presentation is given, or any detailed discussions occur. Use a digital signature tool to eliminate the execution-timing gap.",{"mistake":380,"why_it_matters":381,"fix":382},"Omitting a non-use clause","An agreement limited to non-disclosure allows a receiving party to exploit confidential information internally — using your pricing strategy, formulas, or roadmap to outcompete you — without ever sharing it with a third party.","Always include an explicit non-use clause restricting use of confidential information solely to the stated purpose of the agreement.",{"mistake":384,"why_it_matters":385,"fix":386},"Using an indefinite or missing term","Without a defined term and survival period, courts in some jurisdictions treat the NDA as perpetual and may refuse to enforce it as unreasonable restraint. In others, ambiguity about when obligations end creates disputes at the worst possible moment.","State a specific agreement term (1–3 years for most commercial situations) and a separate survival period (2–5 years) that clearly extends obligations beyond the active term.",{"mistake":388,"why_it_matters":389,"fix":390},"No compelled disclosure notice requirement","Without a clause requiring the receiving party to notify before complying with a subpoena or regulatory request, the disclosing party loses its opportunity to seek a protective order — and confidential information can be handed to a regulator or court without any chance to object.","Include a compelled-disclosure clause requiring prompt written notice and cooperation in seeking a protective order before any legally mandated disclosure occurs.",{"mistake":392,"why_it_matters":393,"fix":394},"Forgetting electronic and backup copies in the return-or-destroy clause","A clause requiring return of 'documents and materials' may not cover emails, shared drives, cloud backups, and cached files — which is where most confidential information actually resides after a modern business exchange.","Explicitly include electronic copies, backup files, and data stored in cloud or third-party systems in the return-or-destroy obligation, and require written certification of completion.",{"mistake":396,"why_it_matters":397,"fix":398},"Using a one-way NDA when the exchange is mutual","A one-way NDA protects only the disclosing party named in the agreement. If the other party also shares sensitive information, they have no contractual protection — creating an imbalance that frequently surfaces as a dispute when the relationship sours.","Use a mutual NDA whenever both parties will exchange confidential information, even if the volume or sensitivity is asymmetric. The marginal cost of mutual protection is zero.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is a mutual non-disclosure agreement?","A mutual non-disclosure agreement (MNDA) 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 — where only one party discloses — a mutual NDA creates equal, reciprocal obligations on both sides. It is the standard form for partnership negotiations, M&A due diligence, joint development discussions, and any situation where sensitive information will flow in both directions.\n",{"question":404,"answer":405},"What is the difference between a mutual NDA and a one-way NDA?","In a one-way (unilateral) NDA, only one party — the disclosing party — shares confidential information, and only the receiving party takes on confidentiality obligations. In a mutual NDA, both parties are simultaneously disclosing and receiving parties, and both are bound by identical obligations. Use a mutual NDA whenever both parties will share sensitive data; use a one-way NDA when only one party is disclosing, such as when showing a product to a potential customer.\n",{"question":407,"answer":408},"Is a mutual NDA legally enforceable?","A mutual NDA is generally enforceable when it meets the basic requirements of a contract — offer, acceptance, and consideration — and the obligations are reasonable in scope and duration. Mutual consideration (each party's promise to protect the other's information) satisfies the consideration requirement without any exchange of money. Overly broad definitions of confidential information or unreasonably long survival periods can result in a court narrowing or declining to enforce specific provisions. Consider having a lawyer review the agreement for high-value disclosures.\n",{"question":410,"answer":411},"How long should a mutual NDA last?","Most commercial mutual NDAs have an active term of 1 to 3 years, during which new disclosures can be made. The confidentiality obligations themselves — the survival period — typically continue for 2 to 5 years after the term ends. For highly sensitive technical or trade-secret information, a longer survival period is appropriate. The term and survival period are separate provisions; conflating them is one of the most common drafting errors and can leave late-term disclosures unprotected.\n",{"question":413,"answer":414},"Does a mutual NDA need to be notarized?","No. Notarization is not required for a mutual NDA to be legally binding in any major common-law or civil-law jurisdiction. A signed, dated agreement between two competent parties with matching consideration is sufficient. Notarization may be useful as additional evidence of execution date in a dispute, but it is not a legal requirement for this type of agreement.\n",{"question":416,"answer":417},"What information is not protected by a mutual NDA?","Standard exclusions include: information that is already publicly available through no fault of the receiving party; information the receiving party already knew before disclosure; information independently developed by the receiving party without use of the disclosed information; and information lawfully received from a third party without restriction. These exclusions are standard across jurisdictions and courts will typically imply them even if the agreement omits them — making explicit inclusion clearer for both parties.\n",{"question":419,"answer":420},"Can a mutual NDA prevent someone from using information they already knew?","No — and attempting to do so makes the clause unenforceable. The independent-development and prior-knowledge exclusions exist precisely because a receiving party cannot unlearn what it already knew. Courts will not enforce an NDA that tries to restrict a party's use of knowledge it possesses independently of the disclosure. The agreement protects genuinely new disclosures, not pre-existing knowledge.\n",{"question":422,"answer":423},"What remedies are available if a mutual NDA is breached?","The primary remedies are injunctive relief (a court order to stop the breach immediately) and monetary damages for provable losses. Because quantifying the financial harm from a confidentiality breach is often difficult, most NDAs include language acknowledging irreparable harm and waiving the bond requirement for emergency injunctions. In jurisdictions where the disclosed information qualifies as a trade secret, additional statutory remedies — including exemplary damages and attorney's fees — may be available under laws like the US Defend Trade Secrets Act.\n",{"question":425,"answer":426},"Do I need a lawyer to draft a mutual NDA?","For standard commercial discussions between established businesses, a high-quality template is typically sufficient. Engage a lawyer when the disclosure involves highly valuable or regulated information (clinical data, source code for a core product, regulated financial data), when the counterparty is in a different country, when significant IP rights may be implicated, or when the potential consequences of a breach are material to the business. A 30-to-60-minute template review typically costs $150–$400 and is worthwhile for any disclosure with genuine commercial significance.\n",[428,432,436,440,444,448],{"industry":429,"icon_asset_id":430,"specifics":431},"Technology / SaaS","industry-saas","Source code, algorithms, product roadmaps, and API architectures shared during integration or co-development discussions require explicit coverage of electronic copies and technical documentation alongside the standard confidentiality obligations.",{"industry":433,"icon_asset_id":434,"specifics":435},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, formulations, and patient-adjacent information may be subject to HIPAA or GDPR in addition to contractual confidentiality, and the NDA should reference applicable regulatory obligations and include enhanced destruction protocols.",{"industry":437,"icon_asset_id":438,"specifics":439},"Financial Services","industry-fintech","Deal terms, client lists, and proprietary trading strategies shared during M&A or partnership negotiations are highly sensitive; the NDA should specify tight need-to-know lists and include explicit restrictions on using information for trading or competitive intelligence purposes.",{"industry":441,"icon_asset_id":442,"specifics":443},"Manufacturing","industry-manufacturing","Product formulations, manufacturing processes, and supplier pricing shared with potential co-manufacturers or joint-venture partners benefit from a longer survival period — often 5 years — because manufacturing IP has a longer commercial life than most digital information.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional Services","industry-professional-services","Client lists, pricing models, and proprietary methodologies shared between firms exploring a merger or referral arrangement require careful scoping of the permitted-disclosures list to exclude each firm's existing client relationships from the mutual obligations.",{"industry":449,"icon_asset_id":450,"specifics":451},"Retail / Consumer Goods","industry-retail","Product designs, supplier terms, and promotional strategies shared during licensing or distribution negotiations are often time-sensitive; the agreement term and return-or-destroy obligations should be calibrated to the product launch calendar.",[453,456,460,463],{"vs":454,"vs_template_id":229,"summary":455},"One-Way Non-Disclosure Agreement","A one-way NDA creates obligations on only one party — the receiver — while only one party discloses confidential information. A mutual NDA creates equal, reciprocal obligations on both sides. Use a mutual NDA whenever both parties will share sensitive information, even if the exchange is asymmetric in volume. Using a one-way NDA in a genuinely bilateral disclosure leaves one party unprotected.",{"vs":457,"vs_template_id":458,"summary":459},"Confidentiality Clause in a Master Agreement","D{MASTER_SERVICES_AGREEMENT_ID}","A confidentiality clause embedded in a master services or partnership agreement covers only disclosures made in connection with that specific arrangement. A standalone mutual NDA can be executed before the main agreement is negotiated, protecting the preliminary discussions themselves, and can survive the termination of the main agreement independently. Use both: the NDA for pre-contract discussions, the embedded clause for the ongoing relationship.",{"vs":232,"vs_template_id":461,"summary":462},"employee-confidentiality-agreement-D510","An employee confidentiality agreement runs between employer and employee, typically in one direction, and is usually embedded in or attached to an employment contract. A mutual NDA is a standalone commercial agreement between two independent parties with equal obligations. Using an employee confidentiality agreement for a B2B partnership would create mismatched obligations and is unlikely to be accepted by a corporate counterparty.",{"vs":464,"vs_template_id":465,"summary":466},"Non-Compete Agreement","non-compete-agreement-D507","A non-compete restricts a party from competing in a defined market for a defined period — it is about competitive behavior, not information protection. A mutual NDA restricts disclosure and use of specific confidential information but does not restrict competitive activity. The two agreements address different risks and are frequently executed together; the NDA alone does not prevent a counterparty from building a competing product using its own independent knowledge.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Standard commercial discussions between established businesses sharing moderately sensitive operational or strategic information","Free","15–30 minutes",{"best_for":473,"cost":474,"time":475},"Disclosures involving proprietary technology, regulated data, or cross-border parties in different legal jurisdictions","$150–$400 for a 30-to-60 minute lawyer review","1–2 business days",{"best_for":477,"cost":478,"time":479},"High-value M&A due diligence, clinical or regulated data sharing, or situations where breach would cause material financial or competitive damage","$800–$3,000+","3–7 business days",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Most US states have adopted the Uniform Trade Secrets Act, and the federal Defend Trade Secrets Act (2016) provides additional remedies including exemplary damages and attorney's fees for willful misappropriation. California courts scrutinize overly broad NDAs and may narrow or void provisions that effectively function as post-employment non-competes. State courts vary significantly in how they treat the independent-development exclusion and residuals clauses.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canada does not have a unified federal trade-secret statute comparable to the US DTSA; protection relies primarily on common law and provincial statutes. Quebec's civil law system interprets confidentiality obligations somewhat differently from common-law provinces, and contracts should ideally be available in French for parties operating in Quebec. Courts across provinces apply a reasonableness standard to the scope and duration of confidentiality obligations.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","The UK implemented the EU Trade Secrets Directive into domestic law via the Trade Secrets (Enforcement, etc.) Regulations 2018, which survived Brexit and remains in force. Courts apply an equitable duty of confidence that can exist even without a written NDA, but a written agreement significantly strengthens the position of the disclosing party. Post-Brexit, UK courts apply UK law independently of EU interpretations, though the substantive standards remain closely aligned.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonized trade-secret protection across member states, requiring reasonable steps to maintain secrecy as a condition of protection — a written NDA is the clearest evidence of such steps. Where confidential information includes personal data, GDPR obligations apply in parallel and the NDA should reference data processing restrictions. Member state implementation varies, particularly in remedies and injunctive relief procedures.",[229,233,237,502,503,504,505,506,507,508,509,510],"general-non-compete-agreement-D882","joint-venture-agreement-D889","partnership-agreement-D12551","letter-of-intent_acquisition-of-business-D5197","employment-agreement_at-will-employee-D541","technology-licensing-agreement-D13434","memorandum-of-understanding-D12548","cease-and-desist-letter-D12916","service-agreement-D12711",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":111,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"confidentiality-and-nda","agreement","general","all-stages",[518,519,520,521,522],"nda","confidentiality","contract","legal","mutual-non-disclosure",0.98,"\u003Ch2>What is a Mutual Non-Disclosure Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Mutual Non-Disclosure Agreement (MNDA)\u003C/strong> is a legally binding contract in which two parties simultaneously commit to protecting each other's confidential information from unauthorized disclosure or use. Unlike a one-way NDA — where a single disclosing party shares information and only the recipient bears obligations — a mutual NDA creates equal, reciprocal duties on both sides: each party is at once a disclosing party sharing its own sensitive data and a receiving party bound to protect what it learns. The agreement defines what qualifies as confidential, restricts use to a stated purpose, identifies who may access the information within each organization, and sets the time period during which obligations remain in force. It is the standard instrument for any business relationship where sensitive information will flow in both directions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a mutual NDA in place, information shared during exploratory discussions — pricing models, unreleased product plans, customer data, financial projections — is exchanged on trust alone, with no enforceable obligation on either side. If talks break down, a counterparty who received your proprietary data faces no legal consequences for using it to compete with you or sharing it with others. The practical cost of that exposure is concrete: a competitor who learns your cost structure or product roadmap during failed partnership talks can use that advantage for years. A signed mutual NDA creates a documented, enforceable obligation before the first sensitive document is shared, gives both parties the standing to seek emergency injunctive relief if a breach occurs, and signals to sophisticated counterparties that your organization handles confidential information with appropriate care. This template gives you a professionally structured starting point you can execute in under 30 minutes — protecting both sides from the moment meaningful discussions begin.\u003C/p>\n",1781186041019]