Mutual NDA (Long Form) Template

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Acme Corp

Mutual NDA

Effective March 15, 2025

Mutual Non-Disclosure Agreement (Long Form)

EffectiveMarch 15, 2025

Term5 years

Governing LawDelaware

Party A

Acme Corp

400 Main Street, Springfield, IL 62701

Party B

Globex Inc.

500 Commerce Drive, Columbus, OH 43215

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of March 15, 2025 between Acme Corp and Globex Inc. (each a "Party") to protect information exchanged for evaluation of a strategic partnership opportunity (the "Purpose"). A Party disclosing Confidential Information is the "Disclosing Party" and a Party receiving it is the "Receiving Party".

1. Definitions

"Confidential Information" means any information disclosed by either Party that is identified as confidential or that should reasonably be understood to be confidential, including without limitation technology, business plans, customer information, financial data, personnel data, and product roadmaps.

2. Exclusions

The obligations in this Agreement do not apply to information that the Receiving Party can show:

(a) is or becomes publicly available without breach of this Agreement;

(b) was lawfully known to the Receiving Party before disclosure;

(c) is received from a third party without a duty of confidentiality; or

(d) is independently developed without use of the Disclosing Party's Confidential Information.

3. Obligations

Each Receiving Party shall use the Disclosing Party's Confidential Information solely for the Purpose, protect it with reasonable care, and disclose it only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these.

4. Compelled Disclosure

If compelled by law or legal process to disclose Confidential Information, the Receiving Party shall provide prompt written notice where legally permitted, cooperate with reasonable efforts to limit the scope of disclosure, and disclose only that portion required.

5. Term

This Agreement covers Confidential Information disclosed during the 5-year period beginning on the Effective Date. The Receiving Party's obligations for each item of Confidential Information continue for 5 years after its disclosure, and for any trade secret, for as long as it remains a trade secret under applicable law. Either Party may end the disclosure period earlier on 30 days' written notice.

6. Return of Information

Within 10 days after the Disclosing Party's written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and confirm this in writing, except copies retained to comply with law or in routine backups, which remain subject to this Agreement.

7. No License or Warranty

All Confidential Information remains the property of the Disclosing Party. No license or other right is granted except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is" without warranty. Neither Party is obligated to enter into any further agreement or transaction.

8. Remedies

The Parties agree that monetary damages may be inadequate for a breach of this Agreement and that the non-breaching Party is entitled to seek injunctive and other equitable relief in addition to any other remedies available at law or in equity.

9. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute will be brought in the state or federal courts located in Wilmington, Delaware.

10. General

This Agreement is the entire agreement between the Parties about its subject matter and supersedes all prior understandings. It may be amended or waived only in a writing signed by both Parties. If any provision is held unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other's written consent, except to a successor to all or substantially all of its business. Notices must be in writing and sent to the addresses above. This Agreement may be signed electronically and in counterparts, each of which is an original. Nothing in this Agreement prohibits ei

The Parties have signed this Agreement as of the Effective Date.

Party A

Jane Doe

Chief Executive Officer, Acme Corp

Party B

John Smith

VP, Business Development, Globex Inc.