Mutual Non-Disclosure Agreement

We use a mutual non-disclosure agreement so that both sides can speak candidly while evaluating a services engagement. The full text is reproduced below so you and your counsel can review it before signing anything and before sharing any commercially sensitive information.

1. Purpose

To permit each party to evaluate a potential services engagement (the “Purpose”), each party may disclose confidential information to the other. This agreement governs that exchange. It does not create a fund, partnership, or investment relationship between the parties.

2. Definition of Confidential Information

Non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential, including financial statements, brand-level performance data, operating methods, client and brand identities, and commercial terms.

3. Exclusions

Confidential Information does not include information that:

• is or becomes public through no breach by the Recipient;
• was lawfully known to the Recipient without a duty of confidence before disclosure;
• is lawfully received from a third party free of any duty of confidence; or
• is independently developed by the Recipient without use of the Confidential Information.

4. Obligations

The Recipient will use Confidential Information solely for the Purpose, will protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and will limit access to those of its personnel, affiliates, and professional advisers who need it for the Purpose and who are bound by equivalent duties.

5. Permitted Disclosures

Nothing in this agreement prevents a Recipient from disclosing Confidential Information where required by law, regulation, court order, or a regulator, or from making a protected disclosure to a governmental authority regarding a suspected legal violation. Where lawful and practicable, the Recipient will give the Discloser prior notice so it may seek protective relief.

6. Term

This agreement applies to disclosures made during the 24 months following execution. Confidentiality obligations survive for three years from the date of each disclosure, except that trade secrets remain protected for as long as they qualify as such under applicable law.

7. No Obligation, No Licence, No Warranty

Nothing in this agreement obliges either party to proceed with any engagement, grants any licence or intellectual-property right, or constitutes a representation or warranty as to the accuracy or completeness of any information disclosed. Any such representations would be given only in a signed services agreement.

8. Return or Destruction

On written request the Recipient will return or destroy Confidential Information, save for copies retained in routine electronic backups or as required for legal, regulatory, or internal-governance record-keeping, which remain subject to the confidentiality obligations above.

9. Non-Solicitation, Remedies, and Governing Law

Neither party restricts the other from independently pursuing its own business, including in the same market segment. The parties acknowledge damages may be inadequate for a breach and that injunctive relief may be sought. Pending incorporation, this agreement is governed by the laws confirmed directly with you at the time of signature.

This document is provided for information. It is not legal advice and does not create a solicitor-client or attorney-client relationship. Where this document conflicts with a signed services agreement, the signed agreement governs.