Legal · Mutual NDA
Mutual Non-Disclosure Agreement — Standard Terms Version 1.0
Version: 1.0
Provider: Kraken Services LLC, d/b/a Service Velocity Version: 1.0 Freeze / publish date: September 10, 2026 Canonical URL: /legal/mutual-nda/1.0
Provenance: These Standard Terms are based on the Common Paper Mutual NDA 1.0, licensed under CC BY 4.0. Common Paper is provenance only; the authoritative hosted copy for Cover Pages is this page.
Cover Pages incorporate these Standard Terms as published at this URL as of the Cover's Effective Date. This version is immutable — future changes will publish at `/legal/mutual-nda/1.1` (etc.).
1. Purpose
The parties wish to explore a business relationship and may disclose Confidential Information to each other. This Agreement governs that disclosure and use.
2. Confidential Information
"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other ("Recipient") that is marked confidential or would reasonably be understood as confidential given its nature and circumstances.
Confidential Information includes business plans, product roadmaps, pricing, customer lists, technical data, and the terms of discussions between the parties.
3. Exclusions
Confidential Information does not include information that Recipient can demonstrate:
1. Is or becomes public through no fault of Recipient 2. Was rightfully known to Recipient without restriction before disclosure 3. Is independently developed without use of Confidential Information 4. Is rightfully received from a third party without restriction
4. Use and protection
Recipient will:
- Use Confidential Information only to evaluate or pursue the Purpose
- Not disclose Confidential Information except to Representatives with a need to know who are bound by obligations at least as protective
- Protect Confidential Information with at least reasonable care
5. Compelled disclosure
If Recipient is compelled by law to disclose Confidential Information, Recipient will (where legally permitted) give Discloser prompt notice and reasonable cooperation to seek protective treatment.
6. Term
This Agreement begins on the Effective Date of the Cover Page and continues for two (2) years. Confidentiality obligations survive for three (3) years after termination, except trade secrets survive as long as they remain trade secrets.
7. Return or destruction
Upon Discloser's request, Recipient will return or destroy Confidential Information, except copies retained in routine backups or as required by law.
8. No license; no obligation
No license or other rights are granted by disclosure. Neither party is obligated to proceed with any transaction.
9. Remedies
Unauthorized use or disclosure may cause irreparable harm. Either party may seek injunctive relief in addition to other remedies.
10. General
- Governing law: Delaware, USA (unless Cover Page specifies otherwise)
- Assignment: Neither party may assign without consent, except to a successor in a merger or sale of substantially all assets
- Entire agreement: Cover Page + these Standard Terms constitute the entire agreement on confidentiality for the Purpose
- Amendments: Only in a signed writing (Cover Page or amendment referencing a new Standard Terms URL)
11. Attribution
Mutual NDA Standard Terms Version 1.0 incorporate structure and language from Common Paper Mutual NDA 1.0 (CC BY 4.0). See https://commonpaper.com/standards/mutual-nda/1.0.
*Counsel review pending (Service-Velocity/servicevelocity#1168). Do not execute Cover Pages until approved.*
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