This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between:
- [Your Business Name] (“Owner”), having its principal place of business at [Your Address], and
- [Manufacturer Name] (“Manufacturer”), having its principal place of business at [Manufacturer Address].
Owner and Manufacturer may collectively be referred to as the “Parties” or individually as a “Party.”
1. Purpose
The Parties wish to explore a potential business relationship whereby Owner discloses certain proprietary business concepts, product designs, and technical specifications to Manufacturer for the purpose of evaluating, prototyping, and/or manufacturing the product (the “Authorized Purpose”).
2. Definition of Confidential Information
“Confidential Information” refers to any proprietary information, technical data, trade secrets, or know-how disclosed by one Party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
Confidential Information includes, but is not limited to:
- Product Designs & Specs: Engineering drawings, 3D CAD models, schematics, prototypes, materials lists, and manufacturing processes.
- Business Concepts: Marketing strategies, financial projections, business plans, customer lists, and pricing structures.
- IP Ownership: The explicit fact that the design, concept, and all associated intellectual property are owned solely by the Owner.
3. Exclusions from Confidentiality
Confidential Information does not include information that the receiving Party can prove:
- Is or becomes publicly known through no breach of this Agreement by the receiving Party;
- Was already in the receiving Party’s lawful possession prior to disclosure;
- Is rightfully obtained from a third party without restrictions on disclosure; or
- Is independently developed by employees of the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
4. Obligations of the Parties
Each Party agrees that it will:
- Hold all Confidential Information in the strictest confidence and take reasonable precautions to protect it (at least as diligently as it protects its own confidential data).
- Use the Confidential Information solely for the Authorized Purpose outlined in Section 1.
- Restrict access to the Confidential Information to those employees, contractors, or legal advisors who need to know for the Authorized Purpose and who are bound by confidentiality obligations at least as restrictive as this Agreement.
- Not reverse-engineer, disassemble, or deconstruct any prototypes, software, or designs provided under this Agreement.
5. Ownership of Intellectual Property
Nothing in this Agreement grants the Manufacturer any license, title, or right of ownership in the Owner’s concepts, designs, or Intellectual Property. All modifications, feedback, or improvements suggested by the Manufacturer regarding the design shall remain the sole property of the Owner.
6. Term and Survival
This Agreement shall govern disclosures made for a period of [e.g., 2 or 3] years from the Effective Date. The obligations of confidentiality and non-use shall survive for a period of [e.g., 5] years after the expiration or termination of this Agreement, or indefinitely with respect to information constituting a trade secret under applicable law.
7. Return of Materials
Upon the written request of the disclosing Party, or upon termination of this Agreement, the receiving Party shall promptly return or destroy all physical documents, prototypes, and electronic copies of the Confidential Information, providing written certification of destruction if requested.
8. Remedies
The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages alone would be inadequate. Therefore, the disclosing Party shall be entitled to seek injunctive relief to prevent or stop a breach, in addition to any other remedies available at law.
9. Miscellaneous
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State/Country of [Your State/Country].
- Entire Agreement: This document constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior discussions or understandings.
- Severability: If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement will remain in full force.
IN WITNESS WHEREOF, the Parties hereto have executed this Mutual Non-Disclosure Agreement as of the Effective Date.
[YOUR BUSINESS NAME]
By: _________________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________
[MANUFACTURER NAME]
By: _________________________________
Name: _______________________________
Title: ________________________________
Date: ________________________________
A Quick Reminder: While templates like this are excellent for starting the conversation, a manufacturing agreement involves high-value assets (your product design). It’s always a smart move to have a local business attorney give this a quick review to ensure it perfectly aligns with local regulations and your specific industry needs.