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NDA & Confidentiality • washington-dcDocument Preview

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

(MUTUAL / BILATERAL)

JURISDICTION: washington-dc, United States
EFFECTIVE DATE: November 2, 2026

1. PARTIES & PURPOSE

This Mutual Non-Disclosure Agreement (this "Agreement") is made effective as of November 2, 2026, by and between:

  • ("Party A"), and
  • ("Party B").

Both parties intend to disclose confidential and proprietary information to one another for the sole and exclusive purpose of:
(the "Permitted Purpose").

2. CONFIDENTIAL INFORMATION

"Confidential Information" refers to any proprietary data, trade secrets, software code, customer records, financial projections, business methodologies, or technical specifications disclosed by one party to the other, whether orally, in writing, electronically, or through observation, which is designated as confidential or reasonably understood to be confidential.

Exclusions & Permitted Disclosures: Confidential Information does not include information that:

  1. Is or becomes publicly known through no breach of this Agreement by the receiving party;
  2. Was rightfully known to the receiving party prior to disclosure without confidentiality restrictions, as demonstrated by written records;
  3. Is independently developed by the receiving party without reference to or reliance upon Confidential Information; or
  4. Is lawfully received from an independent third party having the legal right to disclose such information without restriction.

Nothing in this Agreement prohibits disclosures required by court order or applicable law (provided prompt written notice is given where legally permissible), disclosures protected under the federal Defend Trade Secrets Act (18 U.S.C. § 1833(b)), or disclosures protected by the federal Speak Out Act (42 U.S.C. § 19401).

3. NON-DISCLOSURE OBLIGATIONS

Each party, in its capacity as a receiving party of the other party's Confidential Information, covenants and agrees to:

  • Hold all Confidential Information in strictest confidence and use no less than a reasonable degree of care;
  • Use Confidential Information strictly for the Permitted Purpose and for no other reason;
  • Restrict access solely to employees, counsel, and financial advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those herein.

4. TERM & DURATION

The confidentiality covenants set forth in this Agreement shall remain in full force and effect for a period of following the date of disclosure. Proprietary information qualifying as a trade secret under applicable law shall remain protected for as long as it continues to satisfy statutory trade secret criteria.

5. EQUITABLE REMEDIES

Both parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm for which monetary damages alone would be inadequate. Accordingly, either party, in its capacity as a disclosing party, may seek preliminary and permanent injunctive relief in any court of competent jurisdiction, in addition to all other remedies available at law or in equity, subject to applicable judicial standards and court rules regarding bond or security requirements.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the washington-dc.

SIGNATURES

PARTY A ():
Signature: _____________________________________
By:
Date: ________________________

PARTY B ():
Signature: _____________________________________
By:
Date: ________________________

Prepared in accordance with washington-dc LawLegalDocs.cloud