MUTUAL NON-DISCLOSURE AGREEMENT TERMS
1. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by either Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, electronically, or by inspection, including but not limited to: business plans, financial data, pricing, client and vendor lists, intellectual property, software and application architectures, source code, trade secrets, proprietary methodologies, technical specifications, product roadmaps, personnel information, and any analyses or materials derived therefrom.
2. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Confidential Information; (d) is rightfully received from a third party without restriction; or (e) is required by law, provided the Receiving Party gives prompt written notice.
3. MUTUAL OBLIGATIONS
Each Party shall: (a) use Confidential Information solely for exploring a potential business relationship involving consulting, vendor evaluation, technology assessment, partnership, or other strategic engagement (the "Purpose"); (b) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care; (c) limit disclosure to Representatives with a need to know who are bound by comparable confidentiality obligations; and (d) promptly notify the other Party of any unauthorized disclosure.
4. OWNERSHIP AND NO LICENSE
All Confidential Information remains the sole property of the Disclosing Party. No license, ownership, or rights are granted.
5. RETURN OR DESTRUCTION
Upon written request or termination, the Receiving Party shall return or destroy all Confidential Information and certify destruction within ten (10) business days. One archival copy may be retained for legal compliance.
6. TERM AND SURVIVAL. This Agreement is effective upon execution for two (2) years unless terminated earlier by either Party upon thirty (30) days written notice. Confidentiality obligations survive for five (5) years after termination. Trade secrets are protected indefinitely under applicable law.
7. REMEDIES. Each Party acknowledges that breach may cause irreparable harm. Either Party may seek injunctive or other equitable relief in addition to all other remedies available at law or in equity, without the requirement of posting a bond.
8. NO OBLIGATION. This Agreement does not obligate either Party to proceed with any transaction or business relationship. This Agreement does not create a partnership, joint venture, agency, or employment relationship.
9. GOVERNING LAW. Governed by the laws of the State of Washington. Any dispute shall be subject to the exclusive jurisdiction of state and federal courts located in King County, Washington.
10. GENERAL PROVISIONS. (a) Neither Party may assign without prior written consent, except in connection with a merger or acquisition. (b) If any provision is held invalid, the remainder continues in full force. (c) This is the entire agreement regarding confidentiality; amendments require writing signed by both Parties. (d) Failure to enforce any provision is not a waiver. (e) May be executed in counterparts, including electronically.