Template only - have a qualified attorney review and set governing law/jurisdiction before use; not legal advice. --- # MUTUAL NON-DISCLOSURE AGREEMENT **Effective Date:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Effective Date") **Party A:** Capstan Works LLC (or applicable entity name) Address: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Capstan Works") **Party B:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (legal entity or individual name) Address: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Prospective Client") Capstan Works and Prospective Client are each referred to herein as a "Party" and collectively as the "Parties." --- ## 1. PURPOSE The Parties wish to explore a potential business relationship (the "Purpose"). In connection with that exploration, each Party may disclose to the other certain non-public, proprietary, or confidential information. This Agreement governs the treatment of such information. --- ## 2. DEFINITION OF CONFIDENTIAL INFORMATION 2.1 "Confidential Information" means any information or data disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, visually, or in any other form, that: (a) is designated as "confidential," "proprietary," or with a similar legend at the time of disclosure; or (b) is of a nature that a reasonable person would understand it to be confidential given the context of the disclosure. 2.2 Confidential Information includes, without limitation: business plans and strategies, financial information, pricing, customer and prospect lists, product and service roadmaps, technical specifications, software, source code, trade secrets, marketing plans, employee information, and the existence and terms of this Agreement. --- ## 3. OBLIGATIONS OF THE RECEIVING PARTY 3.1 **Protection of Confidential Information.** The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use the Confidential Information solely for the Purpose and for no other purpose; (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (d) not copy, reproduce, or summarize Confidential Information except as reasonably necessary for the Purpose; and (e) promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information. 3.2 **Disclosure to Personnel.** The Receiving Party may disclose Confidential Information only to its employees, contractors, advisors, and agents who (a) have a bona fide need to know such information in connection with the Purpose and (b) are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party remains responsible for any breach of this Agreement by such persons. --- ## 4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION The obligations in Section 3 do not apply to information that the Receiving Party can demonstrate, through contemporaneous written records: (a) **Public Domain.** Is or becomes publicly available through no act or omission of the Receiving Party; (b) **Already Known.** Was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) **Independently Developed.** Is independently developed by the Receiving Party without reference to or use of the Confidential Information; (d) **Received from Third Party.** Is received from a third party who is not under any obligation of confidentiality with respect to such information and who has the right to disclose it; or (e) **Required by Law.** Is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided that the Receiving Party (i) gives the Disclosing Party prompt written notice of such requirement to the extent permitted by law, (ii) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy, and (iii) discloses only the minimum amount of Confidential Information required to comply. --- ## 5. TERM AND SURVIVAL 5.1 **Term.** This Agreement begins on the Effective Date and continues for a period of **two (2) years**, unless terminated earlier by either Party upon thirty (30) days' written notice to the other Party. 5.2 **Survival of Obligations.** The confidentiality obligations in Sections 3 and 6 shall survive termination or expiration of this Agreement for a period of **three (3) years** from the date of termination or expiration, or for such longer period as may be required to protect information that constitutes a trade secret under applicable law. --- ## 6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION Upon the written request of the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party shall promptly, at the Disclosing Party's election: (a) return to the Disclosing Party all tangible materials containing Confidential Information; or (b) destroy all such materials and certify in writing to the Disclosing Party that such destruction has been completed. The Receiving Party may retain one archival copy of Confidential Information solely to the extent required by applicable law or its bona fide document retention policies, subject to the ongoing confidentiality obligations of this Agreement. --- ## 7. NO LICENSE; NO WARRANTY 7.1 **No License.** Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party. No license is granted by implication, estoppel, or otherwise. 7.2 **No Warranty.** All Confidential Information is provided "as is." The Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, or fitness for any particular purpose of its Confidential Information. 7.3 **No Obligation.** This Agreement does not obligate either Party to enter into any further agreement, proceed with any transaction, or continue any discussions. --- ## 8. REMEDIES; INJUNCTIVE RELIEF 8.1 Each Party acknowledges that any breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. 8.2 Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement to post a bond or prove actual damages, in addition to all other remedies available at law or in equity. --- ## 9. GOVERNING LAW AND JURISDICTION 9.1 **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of [STATE / JURISDICTION TO BE SET], without regard to its conflict of laws principles. 9.2 **Jurisdiction.** Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [CITY, STATE / JURISDICTION TO BE SET], and each Party irrevocably consents to such jurisdiction and venue. --- ## 10. GENERAL PROVISIONS 10.1 **Entire Agreement.** This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties relating to its subject matter. 10.2 **Amendment.** This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. 10.3 **Waiver.** No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. 10.4 **Severability.** If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. 10.5 **Counterparts; Electronic Signatures.** This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic and digital signatures shall be deemed valid and binding to the same extent as original signatures. 10.6 **Notices.** All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by overnight courier, to the addresses set forth above or such other addresses as a Party designates in writing. 10.7 **Assignment.** Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment in violation of this section is void. 10.8 **No Publicity.** Neither Party shall use the other Party's name, logo, or trademarks in any public statement or marketing material without the other Party's prior written consent. --- ## 11. SIGNATURE BLOCKS **CAPSTAN WORKS** Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ --- **PROSPECTIVE CLIENT** Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_