Mutual Nondisclosure Agreement

This mutual nondisclosure agreement (the “Agreement”), dated the ___ day of ____________________, 20___ (the “Effective Date”), is by and between [COMPANY], a Delaware corporation with an address of [ADDRESS], (hereinafter “[COMPANY]”) and [Insert name of Counterparty], a [entity type and/or state of incorporation] with an address of [address], (hereinafter “Insert name of Counterparty”). [COMPANY] and [Insert name of Counterparty] are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”

1. Background. The Parties intend to engage in discussion concerning a potential business relationship or transaction (in either case, the “Relationship”). [COMPANY] may be entering the Relationship on behalf of several clients who have hired [COMPANY] for this purpose. In connection with the Relationship, it is anticipated that either Party may disclose or deliver to the other party certain trade secrets or other confidential or proprietary information. The parties have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement.

2. Proprietary Information. As used in this Agreement, “Proprietary Information” means all nonpublic information disclosed by one party, its Affiliates, or the agents of any of the foregoing (collectively, the “Disclosing Party”) to the other party or its Affiliates (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. For purposes of this Agreement, “Affiliate” means any entity controlling or controlled by or under common control with a party, where “control” is defined as the ownership of more than 50% of the equity or other voting interests of such entity.

3. Disclosure and Use of Proprietary Information. The Receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) to any person outside its organization, any Proprietary Information, except that [COMPANY] may share Proprietary Information received with clients. The Receiving Party, its personnel and clients shall use such Proprietary Information only in connection with the Relationship and shall not use or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Receiving Party shall not cause or permit reverse engineering of any Proprietary Information or recompilation or disassembly of any software programs which are part of the Proprietary Information received by it under this Agreement. The Receiving Party shall disclose Proprietary Information only to persons within its organization or within client organizations who have a need to know such Proprietary Information in connection with the Relationship and who are bound by a written agreement, enforceable by the Receiving Party, to protect the confidentiality of such Proprietary Information. The Receiving Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information resulting from a failure to comply with this provision. The Receiving Party shall be fully responsible for any breach of this Agreement by its Affiliates, agents, clients, representatives and employees. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing Party to prevent, control or remedy any such violation.