Mutual Non-Disclosure Agreement
Our standard mutual NDA template for partners, customers, and vendors.
About This Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is a template made available by PropertyMeasure Inc., a Delaware corporation ("PropertyMeasure") for use with prospective and existing partners, customers, and vendors ("Counterparty"). It becomes binding when executed by both parties (by signature or other mutually agreed acceptance). "Discloser" means the party sharing Confidential Information; "Recipient" means the party receiving it. Each party may act in either role.
Purpose
The parties wish to explore or conduct a potential or existing business relationship (the "Purpose") and, in connection with the Purpose, may disclose certain confidential and proprietary information to each other.
Confidential Information
"Confidential Information" means non-public information disclosed by the Discloser that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances, including business plans, pricing, product and technical information, customer and property data, software, and know-how, in any form.
Exclusions
Confidential Information does not include information that the Recipient can demonstrate:
- is or becomes public through no breach of this Agreement by the Recipient;
- was rightfully known to the Recipient without confidentiality obligations before disclosure;
- is rightfully received from a third party without confidentiality obligations; or
- is independently developed by the Recipient without use of the Confidential Information.
Obligations of the Recipient
- Use the Confidential Information solely for the Purpose.
- Protect it using at least the same care it uses for its own confidential information, and no less than reasonable care.
- Not disclose it to third parties except to employees, advisors, or contractors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement.
- Be responsible for any breach by its representatives.
Compelled Disclosure
The Recipient may disclose Confidential Information if required by law or legal process, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation so the Discloser may seek protective treatment.
Term & Duration of Obligations
This Agreement applies to disclosures made during its term. Unless otherwise agreed in writing, confidentiality obligations continue for three (3) years from the date of disclosure, and indefinitely for trade secrets for as long as they remain trade secrets under applicable law.
Return or Destruction
Upon the Discloser's written request or termination of the relationship, the Recipient will promptly return or destroy the Confidential Information in its possession, except for copies retained in routine backups or as required by law, which remain subject to this Agreement.
No License; No Warranty
No license or other rights are granted under any intellectual property except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "AS IS," without warranty of any kind.
Remedies
The parties agree that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are inadequate, and that the Discloser is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
Governing Law & Miscellaneous
This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. It is the entire agreement regarding its subject matter, supersedes prior discussions on that subject, and may be amended only in a writing signed by both parties. If any provision is unenforceable, the remainder stays in effect. Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets.
Execution
To put this Agreement into effect, the parties execute a signed copy specifying the parties' names, the Purpose, and the effective date. To request a countersigned NDA, contact legal@propertymeasure.ai.