MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this Agreement) is entered into

between ABC CORP. (Company) and ______________ ([Other Party]) as of
___________________ ___, 2012 (the Effective Date), to protect the confidentiality of certain
confidential information of Company to be disclosed under this Agreement solely for use in
evaluating or pursuing a business relationship between the parties (the Permitted Use) !he
Company and ["ther #arty] may be referred to herein individually as a Party and collectively as
the Parties
1. As used herein, the Confidential Information of a #arty will mean, sub$ect to %ection 2,
any and all technical and non&technical information disclosed by such #arty (the Disclosing
Party) to the other #arty (the Receiving Party), which may include without limitation'
(a) patent and patent applications, (b) trade secrets, and (c) proprietary and confidential
information, ideas, samples, media, techni(ues, s)etches, drawings, wor)s of authorship, models,
inventions, )now&how, processes, apparatuses, e(uipment, algorithms, software programs,
software source documents, and formulae related to the current, future, and proposed products
and services of each of the #arties, such as information concerning research, e*perimental wor),
development, design details and specifications, engineering, financial information, procurement
re(uirements, purchasing, manufacturing, customer lists, investors, employees, business and
contractual relationships, business forecasts, sales and merchandising, and mar)eting plans !he
e*istence of the discussions between the #arties and the terms under discussion of any potential
agreement between the #arties are hereby deemed to be Confidential +nformation
2. +f the Confidential +nformation is embodied in tangible material (such as documents,
drawings, pictures, graphics, software, hardware, graphs, charts, or dis)s), it will be labeled as
Confidential or bear a similar legend +f the Confidential +nformation is disclosed orally or
visually, it will be identified as such at the time of disclosure
3. %ub$ect to %ection ,, the -eceiving #arty agrees that at all times and notwithstanding any
termination or e*piration of this Agreement it will hold in strict confidence and not disclose to any
third party any Confidential +nformation of the .isclosing #arty, e*cept as approved in writing by
the .isclosing #arty, and will use the Confidential +nformation of the .isclosing #arty for no
purpose other than the #ermitted /se !he -eceiving #arty will limit access to the Confidential
+nformation of the .isclosing #arty to only those of the -eceiving #arty0s employees or
authori1ed representatives having a need to )now and who have signed confidentiality agreements
containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those
contained herein !he obligations of confidentiality and restrictions against disclosure set forth in
this Agreement will continue for three (2) years from the date of disclosure, e*cept that in the case
of Confidential +nformation that is a trade secret under applicable law, for so long as such
Confidential +nformation remains a trade secret
4. !he -eceiving #arty will not have any obligations under this Agreement with respect to a
specific portion of the Confidential +nformation of the .isclosing #arty if such -eceiving #arty
can demonstrate with competent evidence that such portion of Confidential +nformation'
(a) was in the public domain at the time it was disclosed to the -eceiving #arty3
(b) entered the public domain subse(uent to the time it was disclosed to the -eceiving
#arty, through no fault of the -eceiving #arty3
(c) was in the -eceiving #arty0s possession free of any obligation of confidence at the
time it was disclosed to the -eceiving #arty3 or
(d) was rightfully communicated to the -eceiving #arty free of any obligation of
confidence subse(uent to the time it was disclosed to the -eceiving #arty or was independently
developed by the -eceiving #arty without use of the Confidential +nformation of the .isclosing
#arty3 or
5. 4otwithstanding the above, the -eceiving #arty may disclose certain Confidential
+nformation of the .isclosing #arty, without violating the obligations of this Agreement, to the
e*tent such disclosure is re(uired by a valid order of a court or other governmental body having
$urisdiction, provided that the -eceiving #arty provides the .isclosing #arty with reasonable prior
written notice of such disclosure and ma)es a reasonable effort to obtain, or to assist the
.isclosing #arty in obtaining, a protective order preventing or limiting the disclosure and5or
re(uiring that the Confidential +nformation so disclosed be used only for the purposes for which
the law or regulation re(uired, or for which the order was issued
6. !he -eceiving #arty will immediately notify the .isclosing #arty upon discovery of any
loss or unauthori1ed disclosure of the Confidential +nformation of the .isclosing #arty
7. /pon termination or e*piration of this Agreement, or upon written re(uest of either #arty,
each #arty will promptly return to the .isclosing #arty or destroy all documents and other
tangible materials representing the .isclosing #arty0s Confidential +nformation and all copies
thereof
8. !he -eceiving #arty recogni1es and agrees that nothing contained in this Agreement will
be construed as granting any property rights, by license or otherwise, to any Confidential
+nformation of the .isclosing #arty, or to any invention or any patent, copyright, trademar), or
other intellectual property right that has issued or that may issue, based on such Confidential
+nformation 4either -eceiving #arty will ma)e, have made, use or sell for any purpose any
product or other item using, incorporating or derived from any Confidential +nformation of the
.isclosing #arty
9. !he -eceiving #arty will not reproduce the Confidential +nformation of the .isclosing
#arty in any form e*cept as re(uired to accomplish the intent of this Agreement Any
reproduction by a -eceiving #arty of any Confidential +nformation of the .isclosing #arty will
remain the property of the .isclosing #arty and will contain any and all confidential or proprietary
notices or legends that appear on the original, unless otherwise authori1ed in writing by the
.isclosing #arty
10. !his Agreement will terminate three (2) years after the 6ffective .ate, or may be
terminated by either #arty at any time upon thirty (20) days written notice to the other #arty
6ach #arty0s obligations under this Agreement will survive termination of this Agreement and will
be binding upon such #arty0s heirs, successors, and assigns 6ach #arty0s obligations hereunder
will continue in full force and effect with respect to non&technical sales, mar)eting, and financial
Confidential +nformation of the other #arty for five (7) days from the date of disclosure of such
Confidential +nformation 6ach #arty0s obligations with respect to all technical Confidential
+nformation of the other #arty will terminate only pursuant to %ection ,
11. !his Agreement and any action related thereto will be governed, controlled, interpreted,
and defined by and under the laws of the -epublic of +ndia, without giving effect to any conflicts
of laws principles that re(uire the application of the law of a different state !his Agreement may
not be amended e*cept by a writing signed by both #arties
12. 6ach #arty ac)nowledges that its breach of this Agreement may case irreparable damage
to the other #arty and hereby agrees that the other #arty will be entitled to see) in$unctive relief
under this Agreement, as well as such further relief as may be granted by a court of competent
$urisdiction
13. +f any provision of this Agreement is found by a proper authority to be unenforceable or
invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid
as a whole and, in such event, such provision will be changed and interpreted so as to best
accomplish the ob$ectives of such unenforceable or invalid provision within the limits of applicable
law or applicable court decisions Any waiver or failure to enforce any provision of this
Agreement on one occasion will not be deemed a waiver of any other provision or of such
provision on any other occasion
14. 4either #arty will communicate any information to the other #arty in violation of the
proprietary rights of any third party
15. 4either #arty will assign or transfer any rights or obligations under this Agreement
without the prior written consent of the other #arty, e*cept that a #arty may assign this
Agreement without such consent to its successor in interest by way of merger, ac(uisition or sale
of all or substantially all of its assets
16. !he -eceiving #arty will not e*port, directly or indirectly, any technical data ac(uired
from the .isclosing #arty under this Agreement or any product utili1ing any such data to any
country for which the /% 8overnment or any agency thereof at the time of e*port re(uires an
e*port license or other governmental approval without first obtaining such license or approval
17. All notices or reports permitted or re(uired under this Agreement will be in writing and
will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or
registered mail, return receipt re(uested, and will be deemed given upon personal delivery, five (7)
days after deposit in the mail, or upon ac)nowledgment of receipt of electronic transmission
4otices will be sent to the addresses set forth at the end of this Agreement or such other address
as either #arty may specify in writing
18. !his Agreement is the final, complete and e*clusive agreement of the #arties with respect
to the sub$ect matters hereof and supersedes and merges all prior discussions between the #arties
with respect to such matters
-ights and -emedies !he right and remedies in this Agreement are cumulative and in addition to and not
in lieu of those rights and remedies available at law or in e(uity
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4o Commitment 4either this Agreement, the #ermitted /se nor the disclosure of any Confidential
+nformation hereunder shall constitute or imply any promise or intention to ma)e any purchase or use of
products, facilities, or services by either party or its affiliates, or any commitment by either party or its
affiliates with respect to any present or future transaction 4o discussions, correspondence, or other
activities underta)en in connection with this Agreement shall be construed as forming a contract relating to
any transaction without e*ecution of a separate written agreement !his Agreement does not create any
partnership, agency relationship, or $oint venture
IN WITNESS WHEREOF, the #arties have caused this <utual 4on&.isclosure
Agreement to be e*ecuted as of the 6ffective .ate
ABC CORP.
Cy'
.ate'
Address'
([OTHER PARTY])
Cy'
.ate'
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