Mutual Non-Disclosure Agreement

Purpose: The Parties wish to explore a potential business relationship related to [BRIEF DESCRIPTION — e.g., "AI workflow automation and systems engineering services"] (the "Purpose") and anticipate that each Party may disclose Confidential Information to the other in connection with this Purpose.

1. Definition of Confidential Information

1. "Confidential Information" means any and all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to:
   1. Business plans, strategies, financial information, and pricing
   2. Technical data, source code, algorithms, designs, and architectures
   3. Customer and supplier information, including lists and contracts
   4. Product roadmaps, features, and unreleased specifications
   5. Employee and personnel information
   6. Any information marked or identified as "confidential" at the time of disclosure
2. Confidential Information does not include information that:
   1. Is or becomes publicly available through no fault of the Receiving Party
   2. Was already known to the Receiving Party prior to disclosure, as demonstrated by written records
   3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
   4. Is lawfully received from a third party without restriction on disclosure
   5. Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and cooperates in seeking a protective order

2. Obligations

1. The Receiving Party shall:
   1. Hold all Confidential Information in strict confidence
   2. Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party
   3. Use Confidential Information solely for the Purpose
   4. Limit access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement
   5. Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
2. The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or advisors.

3. AI Tools

1. Neither Party shall input the other Party's Confidential Information into any artificial intelligence tool, large language model, or machine learning system unless: (a) the tool is deployed in a private, non-training configuration; and (b) the Disclosing Party has provided prior written consent.
2. For clarity, general discussions about non-confidential concepts or publicly available information do not constitute a disclosure of Confidential Information under this Agreement.

4. Return and Destruction

1. Upon written request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and derivative materials.
2. The Receiving Party may retain one archival copy solely for legal compliance purposes, provided it remains subject to the confidentiality obligations of this Agreement.
3. The Receiving Party shall confirm destruction in writing upon request.

5. No Licence or Obligation

1. Nothing in this Agreement grants either Party any licence, right, or interest in the other Party's Confidential Information, intellectual property, or other proprietary rights.
2. Nothing in this Agreement obligates either Party to disclose any particular information, enter into any further agreement, or proceed with the Purpose.

6. Term

1. This Agreement is effective from the Effective Date and shall remain in force for [2] years, unless terminated earlier by either Party with 30 days' written notice.
2. The confidentiality obligations in this Agreement shall survive termination for a period of [2] years from the date of disclosure of the relevant Confidential Information.

7. Remedies

1. Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, either Party may seek injunctive or equitable relief in addition to any other remedies available at law.

8. General

1. Governing Law. This Agreement shall be governed by the laws of [JURISDICTION].
2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior discussions and agreements.
3. Amendments. This Agreement may only be amended in writing signed by both Parties.
4. Severability. If any provision is found unenforceable, the remaining provisions shall continue in full force.
5. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent.

Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

This template is provided for reference purposes. Eclipse Labs AI recommends having all agreements reviewed by qualified legal counsel before execution.