NDA template.

MUTUAL NON-DISCLOSURE AGREEMENT This Mutual Non-Disclosure Agreement ("Agreement") is entered into on [Date] between [Party A name], a [State] [entity type] ("Party A"), and [Party B name], a [State] [entity type] ("Party B"). Each is a "Party" and together the "Parties." 1. PURPOSE The Parties wish to explore [Purpose — e.g., a potential business arrangement / acquisition discussion / partnership]. In the course of these discussions, each Party may disclose Confidential Information to the other. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient"), in any form, that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does NOT include information that: (a) was already known to Recipient without confidentiality obligation; (b) is or becomes publicly available through no fault of Recipient; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed by Recipient without use of Confidential Information. 3. OBLIGATIONS Each Party agrees to: (a) Use the other Party's Confidential Information only for the Purpose; (b) Protect it with at least the same care as it protects its own confidential information (and at least reasonable care); (c) Disclose it only to employees, agents, or advisors who need to know for the Purpose and who are bound by similar confidentiality obligations; (d) Not use it for any other purpose, commercial or otherwise. 4. TERM This Agreement remains in effect for [3] years from the date above. Confidentiality obligations survive termination of this Agreement for [5] years from the date of disclosure of each item of Confidential Information. 5. RETURN OR DESTRUCTION Upon written request, Recipient will promptly return or destroy all Confidential Information, including copies and notes. Recipient may retain one archival copy for legal/regulatory purposes. 6. WHISTLEBLOWER NOTICE (DTSA) Notwithstanding any other provision, Recipient is notified that under 18 U.S.C. § 1833(b) (Defend Trade Secrets Act), an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law. 7. NO LICENSE Nothing in this Agreement grants either Party a license to the other's intellectual property. 8. GOVERNING LAW This Agreement is governed by the laws of the State of [State]. ────────────────────────────────────────── Party A: ____________________________ Date: __________ [Name, Title] Party B: ____________________________ Date: __________ [Name, Title]

ONE-WAY NON-DISCLOSURE AGREEMENT This Agreement is entered into on [Date] between [Disclosing Party name] ("Discloser") and [Receiving Party name] ("Recipient"). 1. PURPOSE Discloser will share Confidential Information with Recipient for the purpose of [e.g., evaluating a potential employment relationship / contractor engagement / business arrangement]. 2. CONFIDENTIAL INFORMATION Includes any non-public business, technical, financial, customer, or operational information of Discloser, in any form, that is marked confidential or that a reasonable person would understand to be confidential. Excludes: publicly available information, information already known to Recipient, information independently developed, information received from a third party without restriction. 3. OBLIGATIONS Recipient will (a) use Confidential Information only for the Purpose; (b) protect it with at least reasonable care; (c) disclose only on a strict need-to-know basis to persons bound by similar obligations; (d) not reverse engineer, decompile, or otherwise derive the underlying structure of any disclosed materials. 4. TERM This Agreement remains in effect for [2] years. Confidentiality obligations survive for [5] years after each disclosure. 5. RETURN Upon Discloser's request or upon expiration, Recipient will return or destroy all Confidential Information, retaining only one archival copy if required by law. 6. WHISTLEBLOWER NOTICE (DTSA) [Same DTSA notice as above — required to maintain trade secret protections under 18 U.S.C. § 1833(b)] 7. GOVERNING LAW The laws of the State of [State] govern. ────────────────────────────────────────── Discloser: __________________________ Date: __________ Recipient: __________________________ Date: __________