Mutual Non-Disclosure Agreement

Mutual NDA for AegisGate Security, LLC business discussions. Available for download and execution.

MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: Effective upon execution
Version: 1.0 DRAFT

RECITALS

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between:

Party 1: AegisGate Security, LLC (“AegisGate”)
Party 2: [OTHER PARTY NAME] (“Recipient”)

(Each a “Party,” collectively the “Parties”)

1. PURPOSE

The Parties wish to explore a potential business relationship concerning the AegisGate Security Platform and related services. In connection with this, each Party may disclose to the other certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

2.1 “Confidential Information”

Means any information disclosed by one Party to the other, whether orally, in writing, or by inspection, that is designated as “Confidential,” “Proprietary,” or with a similar legend, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

2.2 Examples

Confidential Information includes, but is not limited to:

  • Business plans, strategies, and forecasts
  • Customer lists and prospect information
  • Technical information, including software, algorithms, and architecture
  • Pricing and financial information
  • Trade secrets and know-how
  • Product roadmaps and feature specifications

2.3 Exclusions

Confidential Information does not include information that:

  • (a) Was publicly known at the time of disclosure
  • (b) Becomes publicly known through no fault of the Recipient
  • (c) Was known to Recipient prior to disclosure (with documented evidence)
  • (d) Is independently developed by Recipient without use of Confidential Information
  • (e) Is lawfully obtained from a third party without restriction

3. OBLIGATIONS

3.1 Use of Confidential Information

Recipient shall:

  • (a) Use Confidential Information solely for the Purpose
  • (b) Not disclose Confidential Information to third parties without prior written consent
  • (c) Protect Confidential Information using reasonable care (no less than how Recipient protects its own confidential information)
  • (d) Limit access to employees and contractors with a need to know

3.2 Permitted Disclosures

Recipient may disclose Confidential Information to the extent required by law, provided that Recipient:

  • (a) Gives the disclosing Party prompt written notice
  • (b) Cooperates with efforts to obtain protective orders
  • (c) Discloses only the minimum necessary

3.3 Return of Information

Upon request or termination, Recipient shall promptly:

  • (a) Return or destroy all Confidential Information
  • (b) Certify in writing that such return or destruction is complete

3.4 No License

Nothing in this Agreement grants Recipient any license or right to any intellectual property.

4. TERM

4.1 Duration

This Agreement shall be effective for two (2) years from the Effective Date, unless earlier terminated.

4.02 Obligations Survival

Obligations of confidentiality shall survive termination for three (3) years.

5. GENERAL PROVISIONS

5.1 No Warranty

Confidential Information is provided “AS IS” without warranty of any kind.

5.2 Limitation of Liability

Neither Party shall be liable for any indirect, incidental, or consequential damages.

5.3 Governing Law

This Agreement shall be governed by the laws of the State of Wisconsin.

5.4 Injunctive Relief

The Parties acknowledge that breach may cause irreparable harm and that injunctive relief may be appropriate.

6. NOTICES

All notices under this Agreement shall be in writing and delivered to:

AegisGate Security, LLC: AegisGate Security, LLC, Wisconsin, USA

SIGNATURES

AEGISGATE SECURITY, LLC:

Signature: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

RECIPIENT:

Signature: _________________________________
Name: _________________________________
Title: _________________________________
Date: _________________________________

This Mutual Non-Disclosure Agreement is available for download and execution. Please contact AegisGate Security, LLC to initiate the NDA process.