External Mutual Confidentiality and Nondisclosure Agreement Template Template for pre-sales, diligence, partnership, or exploratory discussions
Purpose
The parties wish to exchange confidential information for the limited purpose of evaluating a potential business relationship, transaction, pilot, partnership, services engagement, or procurement process.
Confidential Information
Confidential Information includes non-public business, technical, security, product, customer, pricing, roadmap, contract, compliance, and financial information disclosed by either party in any form, including Trust Center materials, security responses, demo materials, and proposals.
Use and Protection
Each receiving party will use the disclosing party’s Confidential Information only for the permitted purpose, will protect it using at least reasonable care, and will disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations.
Exclusions
Standard exclusions apply for information that is public without breach, already lawfully known, independently developed without use of the disclosed information, or lawfully received from a third party without duty of confidentiality.
Compelled Disclosure
If legally compelled to disclose Confidential Information, the receiving party will, to the extent legally permitted, give prompt notice and cooperate with reasonable efforts to limit disclosure.
No License; No Obligation; No Warranty
This Agreement grants no license to intellectual property, creates no obligation to proceed with any transaction, and provides the information on an as-is basis except as may later be agreed in writing.
Return or Deletion
Upon request, the receiving party will return or delete Confidential Information, except for routine backups, legal holds, and archival copies retained under standard systems so long as those copies remain subject to confidentiality obligations.
Term and Remedies
The duty to protect Confidential Information survives for three years from disclosure, except trade secrets remain protected for so long as they remain trade secrets under applicable law. The parties acknowledge that unauthorized disclosure may cause irreparable harm and that injunctive relief may be appropriate.