Mutual NDA

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (this "Agreement"), dated as of [JOIN DATE] (the "Effective Date"), is by and between The Amalgamation LLC, a North Carolina limited liability company ("The Amalgamation") and [YOUR NAME], (together with The Amalgamation LLC, the "Parties", and each a "Party").

WHEREAS, the Parties wish to exchange confidential information for the purpose (“Purpose”) of participating in the Amalgamation membership program (the “Program”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions. For the purposes of this Agreement, the following terms have the following meanings:
    1. “Confidential Information” shall mean non-public, proprietary and confidential information, including, but not limited to, financial information, business policies and practices, identities of personnel, customers and suppliers, research and development plans, know-how, trade secrets, programs and strategies, services offered, the pricing of products and services, sales projections and product forecasts, and sales and marketing strategies, in whatever format, that is disclosed or made available to the other Party (“Recipient”) by a Party (“Discloser”). Confidential Information does not include anything that Recipient can demonstrate by written records: (a) is or becomes generally available to the public other than as a result of Recipient’s breach of this Agreement; (b) is or becomes available to the Recipient on a non-confidential basis from a third party source, provided that such third party was not prohibited from disclosing such Confidential Information; (c) was in Recipient’s possession prior to Discloser’s disclosure hereunder; or (d) was or is independently developed by Recipient without access to or use of the Confidential Information. For avoidance of doubt, the identities of members of the Program shall not be considered Confidential Information.
  2. Term. The term of this Agreement shall commence as of the Effective Date and shall continue until terminated by either Party upon thirty (30) days’ prior written notice to the other Party. Upon either termination or request of Discloser, Recipient shall destroy the Confidential Information and any copies thereof. Confidential Information continues to be subject to this Agreement for five (5) years following termination of this Agreement. Provisions which are by their nature continuing shall survive termination of this Agreement.
  3. Recipient Obligations. Recipient shall: (a) protect and safeguard the confidentiality of Discloser's Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Discloser's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose; and (c) not disclose any such Confidential Information to any person or entity. Recipient shall not copy or reproduce, in whole or in part, any Confidential Information without written authorization of Discloser, except as is reasonably required to accomplish the Purpose. Recipient agrees that should any unauthorized disclosure or use of the Confidential Information be made by Recipient, Recipient shall (x) immediately notify Discloser of same; (y) take all reasonably necessary steps to prevent further unauthorized disclosure and/or use; and (z) cooperate with Discloser in its efforts to secure the Confidential Information and protect Discloser's proprietary rights therein. In the event any of the Confidential Information must be disclosed pursuant to judicial order or requirement of law, Recipient shall make commercially reasonable efforts to notify Discloser of such order or requirement.
  4. No License. All Confidential Information shall remain the exclusive property of the Discloser. Discloser grants no license to Recipient pursuant to any copyright, patent, trademark or trade secret rights by the disclosure of the Confidential Information.
  5. No Obligation. Neither this Agreement nor anything disclosed and/or provided hereunder shall be construed in any manner to be an obligation to enter into any contract or business arrangement nor does it obligate either party to purchase any service or item from the other or offer for sale any service or products using or incorporating the Confidential Information.
  6. Disclaimer. Discloser is providing the Confidential Information “as-is.” Recipient agrees that Discloser will not be liable for any damages arising out of the use of the Confidential Information. Any use of or reliance upon the Confidential Information is at Recipient's risk.
  7. Breach. Due to the nature of the Confidential Information, Discloser shall have the right to seek equitable relief to enforce any right arising hereunder or to prevent or cure any breach of any obligation undertaken, without in any way prejudicing any available legal relief. Such equitable relief may include, but is not limited to, the seeking of a temporary or permanent injunction, restraining order or order for specific performance, and may be sought in any appropriate court, with or without prior notice, depending on the circumstances.
  8. Assignment. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without prior written consent of the other Party. Any attempt to do so is void.
  9. General. This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which will constitute one and the same agreement. If any part of this Agreement is held unenforceable or invalid, the remaining provisions shall continue in full force and effect. Only a written agreement signed by authorized representatives of both Parties can modify this Agreement. This Agreement shall be deemed to have been made in and shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to choice of law provisions.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

Contact Information

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