Mutual Non-Disclosure Agreement (Template)

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] between Cream City Solutions LLC, a Wisconsin limited liability company at 1902 N Commerce St, Unit 111, Milwaukee, WI 53212, and [COMPANY LEGAL NAME], a [JURISDICTION + ENTITY TYPE] at [ADDRESS] (each a "party").

Purpose. The parties want to evaluate a potential business relationship involving custom software (the "Purpose") and will share confidential information to do so.

1. Confidential Information

"Confidential Information" means non-public information one party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose that is marked confidential or that a reasonable person would understand to be confidential — including business operations, customer and employee information, financial information, technical information, software, designs, and know-how.

2. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient develops independently without using the Discloser's Confidential Information; or (d) the Recipient rightfully receives from a third party without a duty of confidentiality.

3. Obligations

The Recipient will: (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own confidential information, and never less than reasonable care; and (c) share it only with its own personnel and advisors who need it for the Purpose and are bound by obligations at least as protective as this Agreement.

4. Compelled disclosure

The Recipient may disclose Confidential Information if legally required, after giving the Discloser prompt notice (where lawful) so the Discloser can seek protection, and disclosing only what is required.

5. No license; no obligation to proceed; no exclusivity

No rights in either party's intellectual property are granted by this Agreement. Neither party is obligated to proceed with any business relationship, and either may end discussions at any time. Nothing in this Agreement limits either party from doing business with others — including competitors of the other party — so long as the other party's Confidential Information is not used or disclosed. For 12 months after the date above, neither party will solicit for employment or engagement a person from the other party who was involved in these discussions; general job postings not targeted at such a person are fine.

6. Return or destruction

On the Discloser's written request, the Recipient will return or destroy the Discloser's Confidential Information, except copies in routine backups (protected under this Agreement until deleted) or copies the law requires it to keep.

7. Term

This Agreement covers disclosures made within 2 years of the date above. Each party's obligations last for 3 years from the date of disclosure — except for trade secrets, which remain protected for as long as they qualify as trade secrets under law.

8. Remedies

Each party agrees that a breach of this Agreement may cause the Discloser irreparable harm for which money damages are inadequate, entitling the Discloser to seek injunctive relief without posting a bond, in addition to other remedies.

9. General

This Agreement is governed by Wisconsin law, and the parties submit to the exclusive jurisdiction of the state and federal courts in Milwaukee County, Wisconsin. It is the entire agreement about confidentiality for the Purpose, may be amended only in a signed writing, and may be signed in counterparts and electronically. If any provision is unenforceable, the rest remain in effect.

Signatures