Mutual NDA
Last updated September 20, 2026
Draft, not yet reviewed by a lawyer
A starting point filled in per engagement, not final language until both sides sign it for a real deal. Bracketed text is filled in before signing.
1. Parties and purpose
This Mutual Non-Disclosure Agreement is entered into as of [Effective Date] between RossTech LLC ("RossTech") and [Client Legal Name] ("Client"), together "the Parties," so they can discuss and exchange confidential information in connection with the engagement described in the accompanying Statement of Work.
2. What counts as confidential
Any non-public information disclosed by one Party to the other, in any form, that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including business, technical, financial, and customer information. It does not include information that: was already known to the receiving Party without an obligation of confidence, is or becomes public through no fault of the receiving Party, is independently developed without use of the disclosed information, or is rightfully received from a third party without restriction.
3. Obligations
Each Party will use the other's confidential information only for the engagement, protect it with at least the care it uses for its own confidential information (and no less than reasonable care), and not disclose it to any third party without the other Party's written consent, except to employees or contractors who need it for the engagement and are bound by confidentiality obligations at least as protective as these.
4. Required disclosure
A Party may disclose confidential information if required by law or court order, provided it gives the other Party prompt notice where legally permitted so that Party can seek a protective order.
5. Term
This agreement covers information disclosed during the engagement and for [1 year] after it ends. The confidentiality obligations above survive 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 applicable law.
6. Return or destruction
On written request or when the engagement ends, each Party will return or destroy the other's confidential information in its possession, other than a single archival copy kept solely to show compliance with this agreement.
7. No license
Nothing here grants either Party any right or license to the other's confidential information beyond what is needed for the engagement. IP ownership of engagement deliverables is governed by the IP Assignment Addendum, not by this agreement.
8. Governing law
Governed by the laws of the state where RossTech LLC is registered, without regard to conflict-of-law rules, unless the accompanying SOW states otherwise.
9. Signatures
RossTech LLC: _____________________ Date: _______
[Client Legal Name]: _____________________ Title: ___________ Date: _______