Mutual Non-Disclosure Agreement (NDA) Legal Builder

# MUTUAL NON-DISCLOSURE AGREEMENT (NDA) This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date by and between **Acme Software Labs Inc.** and **Apex Digital Solutions LLC** (collectively, the "Parties"). ### 1. Purpose The Parties wish to explore a business relationship concerning: **evaluating potential technology collaboration and software integration opportunities** (the "Purpose"), in connection with which either party may disclose confidential and proprietary information to the other. ### 2. Definition of Confidential Information "Confidential Information" means all technical, business, financial, operational, customer, and marketing data disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, or electronically, that is marked as confidential or that reasonably should be understood to be confidential. ### 3. Exclusions from Confidentiality Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's information; or (d) is rightfully received from a third party without an obligation of confidentiality. ### 4. Obligations of Receiving Party The Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own confidential data (and not less than reasonable care); (b) use Confidential Information solely for the Purpose stated herein; and (c) restrict disclosure only to employees, contractors, and legal advisors with a strict need to know who are bound by confidentiality obligations at least as restrictive as this Agreement. ### 5. Term and Survival This Agreement and the obligations of confidentiality shall remain in effect for a period of **3 years** from the date of disclosure. ### 6. Governing Law This Agreement shall be governed by and construed in accordance with the laws of **State of Delaware, United States**, without regard to conflict of law principles. --- ### SIGNATURES & EXECUTION **For Acme Software Labs Inc.:** Signature: ____________________________________ Name: _________________________________________ Title: __________________________________________ Date: __________________________________________ **For Apex Digital Solutions LLC:** Signature: ____________________________________ Name: _________________________________________ Title: __________________________________________ Date: __________________________________________