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Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by and between **MetaSwift Solutions** (the “First Party”) and “The Client” (the “Second Party”), collectively referred to as the “Parties,” to protect the confidential information that may be disclosed in connection with their business relationship.

1. Purpose

The purpose of this Agreement is to allow the Parties to exchange confidential information for the purpose of evaluating potential business relationships or working together (the “Purpose”) while ensuring the information remains protected and is not disclosed to unauthorized third parties.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any data or information, oral or written, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as confidential or proprietary or that should reasonably be understood to be confidential. This includes, but is not limited to:

  • Business strategies and plans
  • Financial information
  • Technical data and research
  • Product and service information
  • Marketing plans
  • Customer lists
  • Intellectual property
  • Trade secrets

Confidential Information does not include information that:
– Was in the Receiving Party’s possession before receipt from the Disclosing Party;
– Is publicly known at the time of disclosure or becomes public through no fault of the Receiving Party;
– Is rightfully received from a third party without breach of this Agreement;
– Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.

3. Obligations of Confidentiality

The Receiving Party agrees to:
– Use the Confidential Information solely for the Purpose;
– Restrict disclosure of the Confidential Information to employees, agents, or contractors who need to know such information for the Purpose and are bound by confidentiality obligations no less restrictive than those contained herein;
– Exercise the same degree of care to protect Confidential Information as it does to protect its own confidential and proprietary information, but in no event less than a reasonable standard of care.

4. Term and Duration

This Agreement shall remain in effect from the date of signing and continue for a period of [One (1) year] thereafter. The confidentiality obligations regarding the Confidential Information will survive the expiration or termination of this Agreement and will remain binding indefinitely or until the information no longer qualifies as confidential as defined herein.

5. No License Granted

Nothing in this Agreement grants any rights, by license or otherwise, to any Confidential Information, except as expressly set forth in this Agreement.

6. Return or Destruction of Materials

Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and provide written certification of compliance.

7. No Warranty

Each Party acknowledges that the Confidential Information is provided “as is” without any warranties of any kind, whether express, implied, or otherwise, including, but not limited to, accuracy or completeness.

8. Remedies

Both Parties agree that any unauthorized disclosure of Confidential Information may cause irreparable harm, for which monetary damages may be insufficient. Accordingly, the Disclosing Party may seek injunctive relief, in addition to other remedies available at law or equity, for any breach or threatened breach of this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [State/Country].

10. Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the Parties regarding the confidentiality of the exchanged information and supersedes any prior agreements. Any amendments must be in writing and signed by both Parties.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in effect and enforceable to the fullest extent permitted by law.