NDA Generator

# Non-Disclosure Agreement

Mutual NDA, effective 5/27/2026, between **Acme Inc** and **Counterparty Inc** .

## 1. Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including but not limited to: technical data, business strategies, customer lists, financials, source code, and trade secrets.

## 2. Obligations

Each party agrees to:
- Use Confidential Information solely to evaluate the business relationship
- Not disclose to third parties without written consent
- Protect Confidential Information with the same care as own confidential information (at minimum, reasonable care)

## 3. Exclusions

This Agreement does not apply to information that:
- Was already publicly known
- Was independently developed without using Confidential Information
- Was disclosed by a third party without confidentiality obligation
- Is required to be disclosed by law (with prior notice to the disclosing party)

## 4. Term

This Agreement remains in effect for **3 years** from the date of disclosure of each item of Confidential Information.

## 5. Return of materials

Upon written request, all Confidential Information must be returned or destroyed within 30 days.

## 6. Governing law

This Agreement is governed by the laws of Delaware, USA.

## 7. Signatures

**Acme Inc:** ______________________ Date: ____________

**Counterparty Inc:** ______________________ Date: ____________

*Template. Have a lawyer review before signing.*