# Mutual Nondisclosure

**Disclosing Party** describes each party with respect to _Confidential Information_ it discloses to the other party.  **Receiving Party** describes each party with respect to _Confidential Information_ it receives from the other party.

# Purpose

The parties anticipate disclosure of _Confidential Information_ for the purpose on the accompanying standard form certificate (the **Purpose**).

# Confidential Information

## Categories of Confidential Information

Subject to [Exclusions from Confidential Information](#exclusions-from-confidential-information), **Confidential Information** means:

- information disclosed by _Disclosing Party_ during the term of this agreement that is related to the business of _Disclosing Party_;

- the fact that the parties are pursuing the _Purpose_;

- the terms of this agreement;

- the fact that the parties have entered into this agreement; and

- other information derived from these kinds of information.

## Exclusions from Confidential Information

### Public Information

Information that is now public is not _Confidential Information_.  _Confidential Information_ that becomes public, other than as a result of breach of this agreement, ceases to be _Confidential Information_.

### Otherwise Acquired Information

Information that _Receiving Party_ receives other than from _Disclosing Party_ is not _Confidential Information_, unless the disclosure breached a confidentiality obligation to _Disclosing Party_ that _Disclosing Party_ made known to _Receiving Party_.

### Independently Developed Information

Information _Receiving Party_ develops independently is not, or ceases to be, _Confidential Information_ of _Disclosing Party_.  _Receiving Party_ shall bear the burden of proving independent development using contemporaneous documentary evidence.

# Confidentiality Obligations

## Nondisclosure

Except as described in [Permitted Disclosure](#permitted-disclosure) or as required by law, _Receiving Party_ shall not disclose _Confidential Information_ to anyone.

## Permitted Disclosure

_Receiving Party_ may disclose _Confidential Information_ to the following personnel:

- if _Receiving Party_ is a legal entity, employees, independent contractors, officers, directors, and agents of _Receiving Party_ (**Personnel**) who:

  - have a need to know the _Confidential Information_ to advance the _Purpose_; and

  -  have entered written confidentiality agreements with _Receiving Party_ that impose confidentiality obligations affording as much or more protection as those of this agreement that apply to the _Confidential Information_; and

- legal and financial advisers providing services to _Receiving Party_ under confidentiality obligations imposed by law or professional rules (**Advisers**).

## Limited Use

_Receiving Party_ shall use _Confidential Information_ only to advance the _Purpose_.

## Security Measures

_Receiving Party_ shall take measures to secure materials embodying _Confidential Information_ at least as protective as those _Receiving Party_ employs to secure its own _Confidential Information_, but in any event no less than reasonable measures.

## Preserve Proprietary Notices

_Receiving Party_ shall not remove any proprietary notices attached to materials embodying _Confidential Information_.

## No Illegal Dealing in Securities

_Receiving Party_ shall not break securities laws by purchasing, selling, or otherwise dealing in securities of _Disclosing Party_ on the basis of _Confidential Information_ that is material, nonpublic information.  _Receiving Party_ shall instruct anyone to whom it discloses _Confidential Information_ that may be material, nonpublic information not to break securities laws by dealing in securities of _Disclosing Party_.

## No Reverse Engineering

_Receiving Party_ shall not reverse engineer any material embodying _Confidential Information_.

## Mitigate Legally Required Disclosure

The following obligations apply when the law requires disclosure of _Confidential Information_ and when _Receiving Party_ reasonably expects that the law may require disclosure of _Confidential Information_:

### Give Notice of Required Disclosure

If legally permitted, _Receiving Party_ shall promptly notify _Disclosing Party_ of the nature of the requirement and the _Confidential Information_ affected.  If practical, _Receiving Party_ shall give notice quickly enough to afford _Disclosing Party_ practical chance to start a proceeding to protect the confidentiality of the _Confidential Information_.  On _Disclosing Party_ request, _Receiving Party_ shall cooperate with _Disclosing Party_ in any such proceeding by providing reasonable assistance.

###  Reimburse Expenses of Cooperation

_Disclosing Party_ shall reimburse _Receiving Party_'s reasonable out-of-pocket expenses of cooperating in any proceeding described in [Give Notice of Required Disclosure](#give-notice-of-required-disclosure).

## Give Notice of Leaks

_Receiving Party_ shall give _Disclosing Party_ notice when _Receiving Party_ becomes aware, suspects, or anticipates that _Confidential Information_ has been or will be disclosed or used in breach of this agreement.

## Return and Destruction

Subject to [Records Policy](#records-policy), when this agreement terminates, _Receiving Party_ shall promptly:

- return all materials embodying _Confidential Information_ that _Disclosing Party_ provided with request to return; and

- destroy all parts of other materials that embody _Confidential Information_.

## Records Policy

When this agreement terminates, if _Receiving Party_ has a written records retention policy for the creation and scheduled destruction of archival or backup records, and only specialized personnel can routinely access those records, then _Receiving Party_ may retain materials embodying _Confidential Information_ until destroyed under that policy.

## Comply with Export Controls

Both parties shall comply with export and reexport laws with respect to _Confidential Information_.

## Compliance and Oversight

- _Receiving Party_ shall ensure that its _Advisers_ abide by the confidentiality obligations of _Receiving Party_ under this agreement.

- If _Receiving Party_ is a legal entity, _Receiving Party_ shall also ensure that its _Personnel_ abide by the confidentiality obligations of _Receiving Party_ under this agreement.

- If _Receiving Party_ is a legal entity, _Receiving Party_ shall provide _Disclosing Party_ copies of confidentiality agreements with _Personnel_ who receive _Confidential Information_ on _Disclosing Party_ request.

- Breach of _Receiving Party_ obligations by _Receiving Party_ _Personnel_ or _Receiving Party_ _Advisers_ will be deemed breach of this agreement by _Receiving Party_ itself.

# Clarifications

## No Obligation to Disclose

No terms of this agreement obligate _Disclosing Party_ to disclose any _Confidential Information_.

## No Obligation to Do Business

No terms of this agreement obligate either party to enter any business relationship or agreement, related to the _Purpose_ or otherwise.

## No License

No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.

## No Warranty

_Disclosing Party_ makes no warranty that _Confidential Information_ will be complete or accurate.

# Defend Trade Secrets Act Notice

If this agreement is governed by United States law:

- An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:

  - is made:

    - in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

    - solely for the purpose of reporting or investigating a suspected violation of law; or

  - is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

- An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:

  - files any document containing the trade secret under seal; and

  - does not disclose the trade secret, except pursuant to court order.

# Term

## Expiration

This agreement will terminate automatically after the term on the accompanying standard form certificate, or if none is specified, after one year.

## Termination by Notice

Either party may terminate this agreement early by thirty calendar days' prior written notice to the other party.

## Survival

Obligations under [Confidentiality Obligations](#confidentiality-obligations) for _Confidential Information_ disclosed during the term survive the term of this agreement as follows:

- Obligations for _Confidential Information_ that _Receiving Party_ knew or reasonably should have known constituted a trade secret survive as long as the _Confidential Information_ remains a trade secret.

- Obligations for other _Confidential Information_ survive for five calendar years from the date of termination.

# General Contract Terms

## No Assignment or Delegation

Neither party may assign any right or delegate any obligation under this agreement, voluntarily or by operation of law, without the prior, signed, written consent of the other party.  Any attempt to assign or delegate without consent will have no legal effect.

## Dispute Resolution

The governing law on the accompanying standard form certificate will govern all aspects of this agreement.  The parties shall bring legal proceedings related to this agreement only in the national and any national-subdivision courts located in the forum for disputes on the accompanying standard form certificate, or if none is specified, within the jurisdiction whose law governs this agreement.  The parties consent to the exclusive jurisdiction of those courts and waive any objection that legal proceedings brought there are brought in an inconvenient forum.  The parties may enforce judgments of those courts in any appropriate forum.

## Legal Relationship

The parties to this agreement remain independent contractors.  This agreement does not create any partnership, joint venture, agency, or similar relationship between the parties.

## Written Amendments and Waivers

The parties will amend this agreement only by cosigned, written agreement.  The parties will waive parts of this agreement, if at all, only by written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.

## Notices

The parties shall send every notice, demand, consent, request, or other communication required or allowed by this agreement:

- by e-mail to the address the other party provided with their signature; or

- by overnight courier, with signature required for delivery, to the address the other party provided with their signature.

## Change of Address

Either party may change its e-mail or postal address for later communications by giving notice of a new address.

## Severability

If a court decides that any part of this agreement is invalid or unenforceable for any reason but enforcing the rest of the agreement would serve the purpose of protecting _Confidential Information_ to advance the _Purpose_, then the rest of this agreement will remain in force.

## No Third-Party Enforcement

Only the parties may enforce rights under this agreement.

## Entire Agreement

The parties intend the terms of this agreement as the final, complete, and only expression of their agreement about protection of _Confidential Information_ exchanged to advance the _Purpose_.

## Signature

A written or electronically signed copy of this agreement delivered by e-mail or other electronic means has the same legal effect as delivering a printed and signed original.