Mutual Non-Disclosure Agreement (NDA) Overview
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into on [Insert Date], by and between:
Afirix, a digital consultancy registered in [Jurisdiction or Country], with a principal place of business at [Insert Address], (“Afirix”)
and
[Client Name], with a principal place of business at [Insert Address], (“Recipient”).
Each a “Party” and collectively, the “Parties.”
Purpose
The Parties wish to explore a potential business relationship involving digital product design, SaaS development, or related services (“Project”). In connection with this, each Party may disclose certain confidential and proprietary information (“Confidential Information”) to the other.
Definition of Confidential Information
Confidential Information” means any non-public, proprietary, or sensitive information disclosed, whether orally, electronically, or in writing, including but not limited to:
Business plans, strategies, and roadmaps
Technical documents, source code, or system architecture
Designs, prototypes, UX/UI work
Financial data, pricing, or proposals
Client lists or personal data
Any material marked or deemed confidential
Confidential Information does not include information that:
a) Is or becomes publicly known without breach of this Agreement
b) Is independently developed without use of the other Party’s Confidential Information
c) Is disclosed under legal obligation, with prompt notice to the other Party
Obligations of the Receiving Party
Each Party agrees to:
Use the Confidential Information solely to evaluate or pursue the Project
Not disclose the Confidential Information to third parties without written consent
Protect the Confidential Information with at least the same level of care it uses for its own sensitive information
Ensure any employees, contractors, or advisors who receive Confidential Information are bound by confidentiality obligations
Ownership
All Confidential Information remains the property of the disclosing Party. No license, transfer, or ownership rights are granted under this Agreement.
Duration
This Agreement begins on the Effective Date and remains in effect:
For 2 years from the date of last disclosure
Or until terminated in writing by either Party
However, confidentiality obligations for previously disclosed information will survive for 3 years from termination.
Return or Destruction
Upon request, each Party agrees to return or securely destroy all copies of the other Party’s Confidential Information.
No Obligation to Proceed
This Agreement does not obligate either Party to proceed with any business transaction or project.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of:
England and Wales – if Afirix operates from or is incorporated in the UK
European Union (GDPR-compliant jurisdictions) – if both parties are based within the EU
United States (Delaware or relevant state law) – if either party is incorporated or operating under U.S. jurisdiction
In any case, any disputes arising from this Agreement shall be resolved in the courts of the applicable jurisdiction, and both parties consent to their exclusive jurisdiction.
Entire Agreement
This is the entire agreement between the Parties relating to confidentiality. It supersedes all prior discussions or understandings. Modifications must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
AFIRIX
Signature:
Name:
Title:
Date:
[CLIENT NAME]
Signature:
Name:
Title:
Date:
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