# NDA (Mutual)

## Context
- Party position: balanced
- Deal context: Mutual NDA for M&A discussions between two tech companies.
- Company: TechCorp A | Counterparty: TechCorp B

## Clauses

### Definition Of Confidential Information
DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means all non-public information, whether written, oral, or electronic, disclosed by either party to the other, including but not limited to: business plans, financial data, technical specifications, customer lists, trade secrets, and any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

### Obligations Of Receiving Party
OBLIGATIONS OF RECEIVING PARTY. The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party; (c) use Confidential Information solely for the purpose of evaluating the potential business relationship between the parties; (d) protect Confidential Information using the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

### Permitted Disclosures
PERMITTED DISCLOSURES. Confidential Information may be disclosed to: (a) the Receiving Party's employees, officers, directors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; (b) as required by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party prior to disclosure to allow the Disclosing Party to seek protective relief.

### Term
TERM. This agreement shall remain in effect for a period of three (3) years from the date of execution. Confidential Information that constitutes trade secrets shall remain protected for as long as such information retains its trade secret status under applicable law.

### Return Of Information
RETURN OF INFORMATION. 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 thereof, and certify in writing that it has done so within ten (10) business days.

### Remedies
REMEDIES. The parties acknowledge that any breach of this agreement may cause irreparable harm for which monetary damages alone would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies, in addition to all other remedies available at law or in equity.

### Governing Law
GOVERNING LAW. This agreement shall be governed by the laws of California, without regard to conflict of laws principles.

### No License
NO LICENSE. Nothing in this agreement shall be construed as granting the Receiving Party any license, right, title, or interest in or to the Confidential Information or any intellectual property of the Disclosing Party.

## Risk Flags
None detected.

## Verifier Notes
- PASS: Limitation and indemnification both present.