Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date indicated above by and between:
Business Information Solutions, Inc., an Alabama corporation, with its principal place of business located at 21530 Professional Drive, Robertsdale, AL 36567, and [Company Name], a [State of Incorporation] corporation, with its principal place of business at [Business Address].
1. Purpose
The purpose of this Agreement is to allow both parties to share certain confidential and proprietary information with one another for the limited purpose of evaluating a potential business relationship or transaction, while protecting the confidentiality of such information.
2. Definition of Confidential Information
“Confidential Information” refers to any non-public, proprietary, or sensitive information—whether written, oral, electronic, or in another format—disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), including but not limited to technical data, business processes, financials, trade secrets, customer or vendor lists, software, strategies, and other business-related information.
Information is not considered Confidential Information if it:
- (a) becomes publicly known through no fault of the Receiving Party,
- (b) is lawfully received from a third party without restriction,
- (c) was known to the Receiving Party prior to disclosure, as shown through written records, or
- (d) is independently developed without use of or reference to the Disclosing Party’s information.
3. Use and Protection of Confidential Information
The Receiving Party agrees to:
- Use the Confidential Information solely for the intended evaluation purpose.
- Limit disclosure to employees, agents, or affiliates with a “need to know” and only if they are bound by confidentiality obligations no less restrictive than those contained herein.
- Take reasonable steps to protect the Confidential Information from unauthorized use or disclosure.
4. No Disclosure of Discussions
Without prior written consent, neither party shall disclose the existence or content of any discussions, negotiations, or evaluations related to the proposed relationship.
5. No License or Ownership Transfer
This Agreement does not grant any ownership, license, or other rights to use any patents, trademarks, copyrights, or other intellectual property of the Disclosing Party.
6. Return or Destruction of Materials
Upon written request, the Receiving Party shall promptly return or securely destroy all materials containing Confidential Information, including all copies and derivative works. One copy may be retained solely for legal archival purposes.
7. Legal Disclosure Requirement
If the Receiving Party is legally required to disclose any Confidential Information, it will provide prompt notice to the Disclosing Party to allow them to seek protective measures. Only the minimum required disclosure will be made.
8. Injunctive Relief
Both parties acknowledge that unauthorized use or disclosure may cause irreparable harm, and that the injured party may be entitled to equitable relief, including injunctions, without the need to post a bond.
9. No Commitment or Obligation
This Agreement does not create an obligation to enter into any further business relationship, nor restrict either party from independently developing or offering similar products or services.
10. No Waiver
A delay or failure to exercise any right under this Agreement does not constitute a waiver of that right.
11. No Warranty
All Confidential Information is provided “as is.” Each party disclaims any warranty, express or implied, regarding the accuracy or completeness of such information.
12. Governing Law
This Agreement shall be governed by the laws of the State of Alabama, without regard to conflict of law provisions. Any legal action relating to this Agreement shall be brought in the state or federal courts located in Baldwin County, Alabama, and both parties consent to exclusive jurisdiction therein.
13. Severability
If any part of this Agreement is found to be invalid or unenforceable, the remainder will continue in full force and effect.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements, whether oral or written.
15. Assignment
Neither party may assign this Agreement without prior written consent from the other party, which shall not be unreasonably withheld.
16. Term
This Agreement remains in effect for three (3) years from the Effective Date or three (3) years after termination of any subsequent agreement between the parties—whichever is later.
17. Ownership of Materials
All Confidential Information remains the property of the Disclosing Party and must be returned or destroyed upon request, except for one archival copy retained for compliance purposes.
18. Independent Development
This Agreement does not restrict either party from developing similar or competing products or services, provided Confidential Information is not used.
19. Existing Rights Unaffected
This Agreement does not modify or nullify any rights under other written agreements between the parties or under applicable law.
20. Limitation on Claims
Any claim under this Agreement must be filed within two (2) years after the claim arises.
21. Counterparts and Electronic Signature
This Agreement may be signed in counterparts and delivered electronically. An electronic signature shall have the same legal effect as a handwritten signature.
Authorized Signatures
By checking the acceptance box or signing below, the parties acknowledge their agreement to the terms above and affirm that the individual executing this Agreement is authorized to bind their organization.
