Mutual non-disclosure agreement

Effective date: [date]

Party A: [full name or company name], email: [email]
Party B: [full name or company name], email: [email]

1. Purpose
The parties will share information to evaluate a possible purchase or sale of [business or project name] (the "Purpose").

2. Confidential information
Confidential information is anything one party discloses to the other in writing, orally or electronically, including financial and revenue data, customer data, source code, trade secrets, business plans and deal terms.
It does not include information that is public through no fault of the receiving party, was already in its possession, was received from a third party without a duty of confidence, or was developed independently.

3. Obligations
The receiving party will:
- use confidential information only for the Purpose;
- not disclose it to any third party, except advisers and employees who need it for the Purpose and are bound by similar confidentiality;
- protect it with at least the care it uses for its own confidential information;
- return or destroy it when the disclosing party asks.

4. Required disclosure
If the receiving party is required by law or a competent authority to disclose confidential information, it will notify the disclosing party promptly where allowed and disclose only what is required.

5. Term
This agreement starts on the effective date. Confidentiality obligations last [number] years from the last disclosure.

6. No obligation to transact
This agreement does not oblige either party to complete any transaction.

7. Governing law
This agreement is governed by the laws of [country], and any dispute is heard by [competent court].

Signatures

Party A: ____________________   Date: __________
Party B: ____________________   Date: __________

Note: this is a general template from Safi for guidance only and is not legal advice. Review it with a lawyer before signing.