[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-non-disclosure-agreement-between-two-companies-D956":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":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"NON-DISCLOSURE AGREEMENT BETWEEN [DISCLOSING PARTY] AND [RECEIVING PARTY] 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",null,"Non-Disclosure Agreement Between Two Companies","3",43,"doc","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement_between-two-companies-D956.png","https://templates.business-in-a-box.com/imgs/250px/956.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#956.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/","non disclosure agreement between two companies","Non-Disclosure Agreement Between Two Companies Template","https://templates.business-in-a-box.com/imgs/400px/956.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/",[36,40,44,48,52,56,60,64,68,72,76,80,84,102,116,131,146,160],{"label":37,"url":38,"thumb":39,"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":41,"url":42,"thumb":43,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.png",{"label":45,"url":46,"thumb":47,"extension":10},"Visitors Non-Disclosure Agreement","/template/visitors-non-disclosure-agreement-D957","https://templates.business-in-a-box.com/imgs/250px/957.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non Disclosure Agreement Nda","/template/non-disclosure-agreement-nda-D12692","https://templates.business-in-a-box.com/imgs/250px/12692.png",{"label":53,"url":54,"thumb":55,"extension":10},"Author-Publisher Non-Disclosure Agreement","/template/author-publisher-non-disclosure-agreement-D947","https://templates.business-in-a-box.com/imgs/250px/947.png",{"label":57,"url":58,"thumb":59,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":61,"url":62,"thumb":63,"extension":10},"Employee Non Disclosure Agreement","/template/employee-non-disclosure-agreement-D538","https://templates.business-in-a-box.com/imgs/250px/538.png",{"label":65,"url":66,"thumb":67,"extension":10},"Consultant Non-Disclosure Agreement","/template/consultant-non-disclosure-agreement-D153","https://templates.business-in-a-box.com/imgs/250px/153.png",{"label":69,"url":70,"thumb":71,"extension":10},"Non-Disclosure Agreement Beta Tester","/template/non-disclosure-agreement-beta-tester-D798","https://templates.business-in-a-box.com/imgs/250px/798.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non-Disclosure Agreement Prospective Licensee","/template/non-disclosure-agreement-prospective-licensee-D799","https://templates.business-in-a-box.com/imgs/250px/799.png",{"label":77,"url":78,"thumb":79,"extension":10},"Website Design Non-Disclosure Agreement","/template/website-design-non-disclosure-agreement-D823","https://templates.business-in-a-box.com/imgs/250px/823.png",{"label":81,"url":82,"thumb":83,"extension":10},"Subordination Agreement Private Companies","/template/subordination-agreement-private-companies-D425","https://templates.business-in-a-box.com/imgs/250px/425.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":95,"keywords":100,"url":101},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), 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: [RECIPIENT NAME] (the \"Recipient\"), 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] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":93,"description":94},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":20,"url":99},"confidentiality-agreement","confidentiality agreement","/template/confidentiality-agreement-D950",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":114,"url":115},"[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",513,"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":110,"description":6},"letter of intent_acquisition of business",[112,113],{"label":17,"url":97},{"label":17,"url":97},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"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},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":105,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"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":139,"description":6},"partnership agreement",[141,142],{"label":17,"url":97},{"label":143,"url":144},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":158,"url":159},"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},[156,157],{"label":17,"url":97},{"label":17,"url":97},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":105,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":172,"url":173},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (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] AND: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","2","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":168,"description":6},"memorandum of understanding",[170,171],{"label":17,"url":97},{"label":17,"url":97},"memorandum understanding","/template/memorandum-of-understanding-D12548",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":504,"classification":505},{"meta_title":177,"meta_description":178,"primary_keyword":22,"secondary_keywords":179},"Non Disclosure Agreement Between Two Companies | Free Word Download","Free mutual NDA template for two companies. Covers confidential information, permitted use, exclusions, term, and remedies.",[180,181,182,183,184,185,186,187],"mutual nda template","company nda template","non disclosure agreement template word","mutual non disclosure agreement template free","business nda template","corporate nda template","bilateral nda template","confidentiality agreement between two companies",{"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 Non Disclosure Agreement Between Two Companies is a legally binding contract in which both parties agree to protect each other's confidential information — trade secrets, financials, product roadmaps, and client data — from unauthorized disclosure. This free Word download gives you a mutual (bilateral) NDA you can edit online and export as PDF, ready for signatures before any sensitive business discussion begins.\n","Use it before sharing proprietary information with a potential partner, vendor, acquirer, or investor — any situation where both companies will exchange confidential information and need reciprocal legal protection.\n","Definition of confidential information, permitted use restrictions, standard exclusions, obligations of each receiving party, term and termination provisions, remedies for breach including injunctive relief, and governing law. The mutual structure means both companies are bound as both disclosing and receiving parties simultaneously.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Startup founders","Protecting proprietary technology before partnering with a larger company","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Corporate development teams","Initiating M&A due diligence with acquisition targets","persona-corporate-dev",{"title":209,"use_case":210,"icon_asset_id":211},"Sales and BD leaders","Entering vendor or channel-partner negotiations involving pricing and roadmap data","persona-sales-leader",{"title":213,"use_case":214,"icon_asset_id":215},"CTOs and product leaders","Sharing technical architecture with a potential integration or white-label partner","persona-cto",{"title":217,"use_case":218,"icon_asset_id":219},"Legal and compliance teams","Standardizing the company's NDA process across all inbound and outbound partnerships","persona-legal-counsel",{"title":221,"use_case":222,"icon_asset_id":223},"Investment professionals","Exchanging deal terms and portfolio data with co-investors or advisors","persona-investor",[225,229,233,237,241,244,248],{"situation":226,"recommended_template":227,"slug":228},"Only one company is sharing confidential information","One-Way Non Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":230,"recommended_template":231,"slug":232},"Sharing confidential information with an individual consultant or contractor","Non Disclosure Agreement with Individual","contractor-non-disclosure-agreement-nda-D13825",{"situation":234,"recommended_template":235,"slug":236},"Protecting information during employee onboarding","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":238,"recommended_template":239,"slug":240},"Full M&A due diligence with a potential acquirer","Merger and Acquisition NDA","how-to-conduct-a-merger-or-acquisition-D12968",{"situation":242,"recommended_template":243,"slug":232},"Sharing information with a vendor before a procurement decision","Vendor Non Disclosure Agreement",{"situation":245,"recommended_template":246,"slug":247},"Protecting information shared in a joint venture structure","Joint Venture Confidentiality Agreement","joint-venture-agreement-D889",{"situation":249,"recommended_template":250,"slug":251},"Technology integration or API partnership discussions","Technology Partnership NDA","technology-policy-D13285",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Mutual NDA","A non disclosure agreement where both parties simultaneously act as disclosing and receiving party, creating reciprocal confidentiality obligations on each side.",{"term":257,"definition":258},"Confidential Information","Any non-public data, know-how, trade secrets, financials, or business information designated as confidential and shared between the parties under the agreement.",{"term":260,"definition":261},"Disclosing Party","The company that shares confidential information with the other party under the terms of the NDA.",{"term":263,"definition":264},"Receiving Party","The company that receives confidential information and is bound by obligations not to disclose or misuse it.",{"term":266,"definition":267},"Trade Secret","Proprietary business information — a formula, process, method, or compilation — that derives economic value from not being publicly known and is subject to reasonable secrecy measures.",{"term":269,"definition":270},"Permitted Purpose","The specific business objective — such as evaluating a potential partnership or acquisition — for which the receiving party is authorized to use the disclosed confidential information.",{"term":272,"definition":273},"Exclusions from Confidentiality","Categories of information that fall outside the NDA's protection, typically because the information is already public, independently developed, or received from a third party without restriction.",{"term":275,"definition":276},"Term","The duration during which the NDA's obligations remain in force — both the active disclosure period and the post-termination confidentiality tail, which typically runs 2–5 years.",{"term":278,"definition":279},"Injunctive Relief","A court order requiring a party to stop a specific action immediately — such as further disclosure of confidential information — without requiring proof of monetary damages.",{"term":281,"definition":282},"Residuals Clause","A provision allowing a receiving party to use information retained in unaided memory after the engagement ends, without breaching the NDA — common in technology company agreements but narrowing protection for the disclosing party.",{"term":284,"definition":285},"Return or Destruction","An NDA obligation requiring the receiving party to return or certify destruction of all confidential materials upon termination or request.",{"term":287,"definition":288},"Need-to-Know Basis","A standard restricting disclosure of confidential information within the receiving party's organization to only those employees or advisors who require it to fulfill the permitted purpose.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies both companies by their full legal names and entity types, and states the business purpose for which confidential information will be shared.","This Mutual Non Disclosure Agreement ('Agreement') is entered into as of [DATE] by and between [COMPANY A LEGAL NAME], a [STATE] [ENTITY TYPE] ('Party A'), and [COMPANY B LEGAL NAME], a [STATE] [ENTITY TYPE] ('Party B'), for the purpose of evaluating a potential [PARTNERSHIP / TRANSACTION / INTEGRATION].","Using trade names instead of registered legal entity names. If enforcement becomes necessary, a mismatch between the contract party and the legal entity complicates standing to sue.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Definition of confidential information","Specifies what qualifies as confidential — typically any non-public business, technical, or financial information shared in any form, with or without a confidential marking.","'Confidential Information' means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.","Requiring a written confidentiality marking for oral disclosures to be protected. In fast-moving business discussions most sensitive information is shared verbally — requiring a marking leaves it unprotected.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Obligations of the receiving party","Sets out what each company must do to protect the other's confidential information — maintain secrecy, limit internal access to a need-to-know basis, and use it only for the permitted purpose.","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 to protect its own confidential information, but not less than reasonable care; (b) disclose Confidential Information only to its employees, officers, and advisors who have a need to know; and (c) use Confidential Information solely for the Permitted Purpose.","Setting the standard of care to 'best efforts' rather than a reasonable care floor. Courts have found 'best efforts' unenforceable in confidentiality contexts; a 'reasonable care, no less than own-information care' standard is more consistently upheld.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Permitted purpose","Limits how the receiving party may use confidential information to a specific defined objective, preventing the information from being used for any other competitive or commercial purpose.","Each party may use the other party's Confidential Information solely to evaluate and pursue the potential [PARTNERSHIP / ACQUISITION / COMMERCIAL RELATIONSHIP] described in the recitals ('Permitted Purpose') and for no other purpose.","Defining the permitted purpose too broadly — for example, as 'any business purpose between the parties.' A broad purpose clause gives the receiving party near-unlimited license to use disclosed information.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Exclusions from confidential information","Carves out four standard categories that are not protected: information already public, information already known to the receiver, information independently developed, and information received from a third party without restriction.","Confidential Information does not include information that: (a) is or becomes publicly known 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 received from a third party without restriction on disclosure.","Omitting the exclusions clause entirely to appear more protective. Without standard exclusions, courts may refuse to enforce the NDA on the grounds that it attempts to protect non-protectable information.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Compelled disclosure","Addresses what happens if a court, regulator, or government body orders a party to disclose confidential information — typically requiring prompt notice to the disclosing party so it can seek a protective order.","If either party is compelled by law or court order to disclose Confidential Information, it shall provide the other party with prompt prior written notice (to the extent legally permitted) and reasonably cooperate with the other party's efforts to obtain a protective order or other appropriate remedy.","No compelled-disclosure clause. Without it, a party that receives a subpoena may disclose confidential information with no notice, eliminating the disclosing party's ability to seek a protective order in time.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Term and termination","States how long the NDA remains in force, how either party can terminate it, and how long confidentiality obligations survive after termination.","This Agreement commences on the date first written above and continues for [2] years unless earlier terminated by either party with [30] days' written notice. Each party's confidentiality obligations with respect to information disclosed during the term shall survive termination for a period of [3] years.","Setting a confidentiality tail that ends with the agreement term — for example, a 1-year NDA with no survival clause. Information shared in month one is fully unprotected 12 months later, regardless of its sensitivity.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Return or destruction of confidential information","Requires each receiving party to return or certify destruction of all confidential materials, including copies and notes, upon termination or upon the disclosing party's written request.","Upon termination of this Agreement or upon written request, each party shall promptly return or destroy all tangible materials containing the other party's Confidential Information and certify in writing that it has done so, except for archival copies retained by legal counsel.","No exception for legal archive copies. Requiring complete destruction with no carve-out for compliance or litigation-hold copies can put the receiving party in breach of its own document-retention obligations.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Remedies and injunctive relief","Acknowledges that monetary damages may be insufficient for a breach and explicitly preserves the injured party's right to seek immediate injunctive relief without posting a bond or proving actual damages.","Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either party shall be entitled to seek injunctive or other equitable relief without the requirement to post bond, in addition to all other remedies available at law or in equity.","Omitting the 'without bond' language. In many jurisdictions, a party seeking a temporary restraining order must post a security bond — the waiver clause eliminates this cost barrier in an emergency.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law, jurisdiction, and dispute resolution","Specifies which jurisdiction's law governs the agreement, where disputes will be litigated or arbitrated, and whether the prevailing party recovers attorney's fees.","This Agreement is governed by the laws of the State of [STATE], without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction of the state and federal courts located in [CITY, STATE]. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.","Choosing a governing law jurisdiction with no connection to either party's operations. Courts in some states can decline to apply the chosen law if neither party has ties to that jurisdiction, creating unpredictability in enforcement.",[341,346,351,356,361,366,371],{"step":342,"title":343,"description":344,"tip":345},1,"Enter both companies' legal entity names and details","Fill in the full registered legal name, entity type (LLC, Inc., Ltd., etc.), and state or country of incorporation for both Party A and Party B. Do not use trade names or DBAs in the parties block.","Pull the exact entity name from your corporate registry or certificate of incorporation — a one-word difference can complicate enforcement.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the permitted purpose precisely","Write a one- to two-sentence description of the specific transaction or relationship being evaluated — for example, 'evaluating a potential technology integration agreement' or 'assessing a potential acquisition of Party B.' Avoid vague language like 'general business discussions.'","The narrower the permitted purpose, the stronger the protection. A broad purpose effectively licenses the other party to use your information for any related initiative.",{"step":352,"title":353,"description":354,"tip":355},3,"Decide whether oral disclosures require written confirmation","Choose whether oral disclosures are automatically protected or require a written follow-up confirmation within a set number of days (typically 5–10 business days). For fast-moving negotiations, automatic protection is preferred.","If you require written confirmation for oral disclosures, set a calendar reminder to send confirmation notes after every substantive meeting.",{"step":357,"title":358,"description":359,"tip":360},4,"Set the agreement term and confidentiality survival period","Enter the active term during which disclosures will be made (typically 1–2 years) and the separate survival period after termination during which confidentiality obligations continue (typically 2–5 years after the term ends).","For highly sensitive technical or financial information — product roadmaps, unpublished financials, trade secrets — use a 5-year survival tail rather than the standard 2–3 years.",{"step":362,"title":363,"description":364,"tip":365},5,"Confirm the return-or-destruction procedure","Specify whether confidential materials must be returned or destroyed upon termination, and decide whether to allow a legal-archive exception. Include a written certification requirement so you have documented proof of compliance.","Add a 30-day deadline for the return or destruction certification — an open-ended obligation is easy to ignore.",{"step":367,"title":368,"description":369,"tip":370},6,"Choose governing law and dispute resolution","Select the state or country whose law governs the agreement and the venue for any litigation or arbitration. Both parties should agree on a jurisdiction that is neutral or practical for both — typically the state of incorporation of the party initiating disclosure.","If the two companies are in different countries, consider arbitration under ICC or AAA rules rather than court litigation — arbitration awards are more easily enforced cross-border under the New York Convention.",{"step":372,"title":373,"description":374,"tip":375},7,"Sign before any confidential information is shared","Both authorized signatories — with actual authority to bind their respective companies — must sign and date the agreement before any sensitive information changes hands. Execution should be by officers with signing authority, not department heads.","Use a timestamp-enabled e-signature platform so you have an auditable record of when each party executed, in case a dispute arises over what information was shared before or after signing.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Sharing information before the NDA is signed","Any confidential information shared before execution is unprotected. Courts will not retroactively apply confidentiality obligations to pre-signature disclosures unless the agreement explicitly covers them.","Execute the NDA before any email, presentation, or call involving sensitive information. If pre-signature disclosures were made, include a clause expressly covering prior disclosures within the past [X] days.",{"mistake":382,"why_it_matters":383,"fix":384},"Using a one-way NDA for a mutual exchange","A one-way NDA only protects the named disclosing party. If both companies are sharing sensitive information — as in most partnership or M&A negotiations — the company not named as disclosing party has no protection at all.","Use a mutual (bilateral) NDA whenever both parties will share confidential information. Confirm at the outset of every negotiation which party — or both — will be disclosing.",{"mistake":386,"why_it_matters":387,"fix":388},"No survival clause for confidentiality obligations","If the confidentiality obligation expires with the agreement term, all information shared during the engagement becomes freely usable the day after termination, regardless of how sensitive it is.","Add an explicit survival clause stating that confidentiality obligations continue for 2–5 years after the agreement terminates, and that trade secrets are protected indefinitely under applicable law.",{"mistake":390,"why_it_matters":391,"fix":392},"Defining confidential information to require a written confidentiality marking","Most substantive disclosures in business negotiations happen verbally or via unmarked slide decks. A marking requirement leaves nearly everything unprotected in practice.","Define confidential information to include anything that 'reasonably should be understood to be confidential' given the context, in addition to formally marked materials.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting the compelled-disclosure notice obligation","Without a notice obligation, a party that receives a subpoena can hand over all confidential materials with no warning, eliminating the disclosing party's ability to seek a protective order before disclosure occurs.","Include a clause requiring the receiving party to give prompt written notice of any compelled-disclosure demand and to cooperate reasonably in seeking a protective order.",{"mistake":398,"why_it_matters":399,"fix":400},"No injunctive relief clause","Without an explicit injunctive relief provision, the injured party must prove monetary damages to get emergency court relief — which is nearly impossible when the harm is competitive intelligence already disclosed.","Include language acknowledging that breach causes irreparable harm and that either party may seek injunctive relief without the need to post a bond or prove actual damages.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a non disclosure agreement between two companies?","A non disclosure agreement between two companies is a mutual (bilateral) contract in which both companies agree to protect each other's confidential information from unauthorized disclosure or use. Unlike a one-way NDA — where only one party discloses — a mutual NDA creates reciprocal obligations, making both companies simultaneously a disclosing party and a receiving party. It is typically signed before partnership discussions, vendor negotiations, M&A due diligence, or any other business relationship involving sensitive information from both sides.\n",{"question":406,"answer":407},"What is the difference between a mutual NDA and a one-way NDA?","A one-way NDA protects only the named disclosing party's confidential information — the receiving party has no protection under the same document. A mutual NDA protects both parties simultaneously, since each is both disclosing and receiving confidential information. Use a mutual NDA any time both companies will share proprietary information. Use a one-way NDA when only one company needs protection — for example, sharing a product demo with a prospect who discloses nothing in return.\n",{"question":409,"answer":410},"Is a non disclosure agreement between two companies legally enforceable?","A mutual NDA is generally enforceable when it is properly executed by authorized representatives of both entities, defines confidential information with reasonable specificity, includes a permitted purpose, and contains standard exclusions. Courts will typically enforce a well-drafted NDA and can award injunctive relief, monetary damages, and attorney's fees. Overly broad definitions, unreasonable terms, or agreements signed after the sensitive information was already shared can limit enforceability. Consider having a lawyer review the agreement before signing for high-stakes negotiations.\n",{"question":412,"answer":413},"How long should a company NDA last?","The active term — during which new disclosures are made — typically runs 1–2 years. The confidentiality obligation should survive termination for an additional 2–5 years for standard business information, and indefinitely for trade secrets under applicable law. The total protection window should reflect the sensitivity of the information: a product roadmap shared today may be commercially irrelevant in 18 months, while proprietary manufacturing processes may warrant indefinitely extended trade-secret protection.\n",{"question":415,"answer":416},"What should be included in a non disclosure agreement between two companies?","A complete mutual NDA covers: full legal entity names of both parties, a precise definition of confidential information, a clearly stated permitted purpose, obligations of each receiving party (including need-to-know access limits), standard exclusions, a compelled-disclosure notice obligation, term and termination provisions, a confidentiality survival clause, return or destruction of materials, injunctive relief language, and governing law. Missing the survival clause or the injunctive relief provision are the two most common gaps that undermine enforcement.\n",{"question":418,"answer":419},"Does a company NDA need to be notarized?","Notarization is not required for a non disclosure agreement to be enforceable in most jurisdictions. A signed agreement between authorized representatives of both companies is generally sufficient to create binding obligations. Notarization may be required in certain civil-law countries or for agreements intended to be recorded in a public registry, but this is uncommon for standard commercial NDAs. Timestamp-enabled e-signatures provide a comparable level of authentication without notarization.\n",{"question":421,"answer":422},"Can a company NDA protect trade secrets indefinitely?","The NDA's contractual obligation typically expires after the stated survival period. However, trade secrets are separately protected under the Defend Trade Secrets Act (US), the Uniform Trade Secrets Act (most US states), the EU Trade Secrets Directive, and equivalent statutes in other jurisdictions — for as long as the information remains non-public and is subject to reasonable secrecy measures. A well-drafted NDA should state that trade-secret obligations survive indefinitely and that the contractual term does not limit statutory trade-secret protections.\n",{"question":424,"answer":425},"What remedies are available if a company breaches an NDA?","The injured party can typically seek injunctive relief to stop ongoing or threatened disclosure immediately, monetary damages for any quantifiable harm caused, disgorgement of any profits the breaching party gained from misusing the confidential information, and attorney's fees if the agreement includes a fee-shifting clause. Courts generally grant temporary restraining orders for NDA breaches more readily than for other commercial disputes because the harm — information already disclosed — is irreversible and difficult to value in monetary terms.\n",{"question":427,"answer":428},"Should I use a mutual NDA template or have one custom drafted?","For standard commercial negotiations — partnership evaluations, vendor discussions, and integration exploratory talks — a high-quality mutual NDA template is sufficient. Custom drafting by a lawyer is worth the cost when the transaction involves particularly sensitive IP, when one party is in a heavily regulated industry (healthcare, financial services), when the parties are in different countries requiring cross-border enforcement, or when the potential damages from a breach are substantial enough to warrant bespoke protective language. A lawyer review of a completed template typically costs $200–$500 and covers most mid-stakes situations.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","Source code, algorithms, API specifications, and product roadmaps shared during integration or acquisition discussions require broad technical definitions of confidential information and a residuals-clause carve-out decision.",{"industry":435,"icon_asset_id":436,"specifics":437},"Financial Services","industry-fintech","Client data, proprietary trading strategies, and deal-flow information are subject to regulatory confidentiality requirements that must be layered on top of the NDA's contractual protections.",{"industry":439,"icon_asset_id":440,"specifics":441},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, drug formulas, and patient information are protected by both the NDA and HIPAA or equivalent statutes — the NDA should explicitly reference applicable regulatory frameworks without superseding them.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing","industry-manufacturing","Proprietary formulations, tooling specifications, and supplier pricing shared in contract-manufacturing negotiations benefit from a precise technical-information definition and a strong return-or-destruction obligation for physical samples and drawings.",[447,449,453,456],{"vs":227,"vs_template_id":228,"summary":448},"A one-way NDA protects only the named disclosing party — the other company has no confidentiality rights under the same document. A mutual NDA is appropriate when both companies are sharing sensitive information. Use a one-way NDA only when the disclosure is strictly one-directional, such as sharing a product demo with a prospect who reveals nothing in return.",{"vs":450,"vs_template_id":451,"summary":452},"Confidentiality Agreement with Individual","confidentiality-agreement-D178","A confidentiality agreement with an individual covers disclosures to a single person — a consultant, advisor, or employee — rather than a corporate counterparty. It lacks the entity-level provisions (authorized representatives, corporate authority, subsidiary coverage) included in a company-to-company NDA. Use the individual form for contractors and advisors; use the mutual company NDA for corporate partnerships.",{"vs":235,"vs_template_id":454,"summary":455},"employee-confidentiality-agreement-D12715","An employee confidentiality agreement is part of the employment relationship and binds a single employee to protect their employer's information. It typically runs for the duration of employment and beyond, and is embedded in or attached to an employment contract. A company-to-company NDA is a standalone commercial contract between two legal entities and is used before and during external business negotiations.",{"vs":457,"vs_template_id":458,"summary":459},"Letter of Intent (LOI)","letter-of-intent-D254","A letter of intent outlines the proposed terms of a transaction — price, structure, timeline — and is typically signed as a precursor to a definitive agreement. An NDA governs the information shared during the due diligence that follows the LOI. Both documents are often needed in sequence: execute the NDA first, then the LOI, then the definitive transaction agreement.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Standard commercial negotiations between domestic companies where both parties are sharing business, marketing, or product information","Free","15–30 minutes",{"best_for":466,"cost":467,"time":468},"Cross-border partnerships, negotiations involving sensitive IP or regulated data, or any deal where breach damages would exceed $250K","$200–$500","1–2 days",{"best_for":470,"cost":471,"time":472},"M&A due diligence, heavily regulated industries, international counterparties requiring multi-jurisdiction enforcement, or material trade-secret disclosures","$800–$3,000+","3–7 days",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","Trade secrets are protected federally under the Defend Trade Secrets Act (DTSA) of 2016 and in most states under the Uniform Trade Secrets Act (UTSA). California does not ban mutual NDAs between companies, though it restricts employee non-competes separately. Courts in Delaware and New York are generally favorable to enforcing well-drafted commercial NDAs. Include a DTSA-compliant immunity notice if any individual whistleblower disclosures are possible.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canada does not have a single federal trade-secrets statute; protection is primarily contractual and through common-law breach-of-confidence actions. Provincial courts in Ontario and British Columbia have consistently enforced mutual NDAs that meet the standard three-part test: information was confidential, communicated in confidence, and disclosed without authorization. Quebec follows civil-law principles under the Civil Code; ensure the agreement's language is compatible with Quebec courts if either party operates there.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","The UK Trade Secrets (Enforcement, etc.) Regulations 2018 align UK trade-secret protection broadly with EU standards post-Brexit. English courts will enforce mutual NDAs and commonly grant springboard injunctions — preventing a party from using a head start gained from misusing confidential information even after the information becomes public. NDA terms are interpreted strictly, so precise drafting of the confidential-information definition and permitted purpose is critical.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943) harmonizes trade-secret protection across member states and requires that the holder take 'reasonable steps' to keep information secret for protection to apply — the NDA itself constitutes evidence of such steps. GDPR applies if confidential information includes personal data; the NDA should reference applicable data processing agreements. Enforceability of post-termination confidentiality obligations may be limited in some member states if the term is deemed disproportionate.",[228,495,236,496,497,498,247,499,500,501,502,503],"confidentiality-agreement-D950","letter-of-intent_acquisition-of-business-D5197","independent-contractor-agreement-D160","partnership-agreement-D12551","memorandum-of-understanding-D12548","service-agreement-D12711","employment-agreement_at-will-employee-D541","technology-licensing-agreement-D13434","purchase-agreement-D12670",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":97,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":516},"confidentiality-and-nda","agreement","general","all-stages",[511,512,513,514,515],"nda","confidentiality","contract","legal","mutual-agreement",0.98,"\u003Ch2>What is a Non Disclosure Agreement Between Two Companies?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Disclosure Agreement Between Two Companies\u003C/strong> is a mutual (bilateral) legal contract in which both corporate parties agree to protect each other's confidential information — trade secrets, financial data, product roadmaps, client lists, and proprietary technology — from unauthorized disclosure or competitive misuse. Unlike a one-way NDA that protects only a single disclosing party, a mutual NDA creates reciprocal obligations: each company is simultaneously a disclosing party entitled to protection and a receiving party bound by confidentiality duties. This free Word download gives you a professionally structured mutual NDA you can edit online and export as PDF, ready to execute before any sensitive business exchange begins.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed mutual NDA in place before negotiations begin, every slide deck, financial summary, and product specification you share is unprotected — and any confidential information the other company shares with you carries no binding obligation on your side either. A breach can mean a competitor gains access to your pricing strategy, a potential acquirer walks away with your technical architecture, or a partner repurposes your client data for their own benefit, all without legal recourse. Courts regularly award injunctive relief and damages for NDA breaches, but only when a valid, signed agreement exists at the time of disclosure. This template closes that gap in the 15 minutes it takes to complete and execute — protecting both parties before a single sensitive word is exchanged.\u003C/p>\n",1779480718521]