Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

〔Party Aの名称〕 (Party A) and 〔Party Bの名称〕 (Party B) agree as of 〔発効日〕. Each acts as a Disclosing Party when disclosing, and a Receiving Party when receiving information.

Article 1. Purpose and Confidential Information

1.1 The sole Purpose is 〔目的〕.

1.2 Confidential Information means technical, commercial, financial or other information disclosed for the Purpose during this Agreement, marked confidential or reasonably understood to be confidential from its nature and circumstances, including copies, notes and analyses.

1.3 Information already lawfully known without restriction, public without breach, independently developed without use of the information, or lawfully received without restriction from another source is excluded to the extent the Receiving Party can substantiate that exception.

Article 2. Use and Permitted Recipients

2.1 The Receiving Party shall use Confidential Information only for the Purpose and protect it with reasonable safeguards and at least the care it uses for its own information of comparable sensitivity.

2.2 Disclosure is allowed only to its employees, officers and professional advisers who need to know for the Purpose and are bound by comparable confidentiality duties, and any additional recipients identified in the Schedule or approved in writing by the Disclosing Party.

2.3 The Receiving Party shall impose comparable duties on additional recipients before disclosure and is responsible for all such recipients' breaches as for its own.

2.4 Legally compelled disclosure is allowed only to the extent required. Where lawful, the Receiving Party shall give prompt advance notice and reasonably assist with protective measures.

2.5 On discovering unauthorized use or disclosure, or a material risk of either, it shall notify the Schedule contact without undue delay and in any event within 24 hours after discovery, preserve evidence and cooperate in mitigation and investigation.

Article 3. Term and Survival

3.1 This Agreement runs from 〔発効日〕 until 〔契約終了日〕 unless ended earlier.

3.2 Either party may end future disclosures by giving 14 days' written notice.

3.3 A material breach remaining uncured for 14 days after written notice permits termination; an irremediable material breach permits immediate termination.

3.4 Termination does not authorize use of previously received information.

3.5 For information received during the term, the duties in Article 2 continue for 〔秘密保持期間の年数〕 years after expiry or termination. If any copy is retained under Article 4 after that period, those duties continue for the retained information until its final return or deletion.

3.6 For information qualifying as a trade secret under the governing law, those duties continue for as long as it so qualifies, whether or not a copy is retained.

3.7 The definitions in Article 1 and Articles 4 through 7 survive to the extent necessary to give effect to these continuing duties and their own terms.

Article 4. Return and Deletion

4.1 Within 〔返却・削除期限の日数〕 days after a written request from the Disclosing Party or termination, the Receiving Party shall return Confidential Information, including copies held by permitted recipients, if the Disclosing Party instructs return in writing before that deadline; otherwise it shall securely delete it.

4.2 The Receiving Party shall confirm the return or deletion in writing by that deadline, identifying any copies retained under the exceptions below.

4.3 It may retain records only to the extent and for the period required by applicable law.

4.4 The categories of records, legal basis and required retention period shall be identified in the Schedule or, if the requirement arises later, promptly notified to the Disclosing Party in writing. It shall securely delete those records and confirm deletion within 〔返却・削除期限の日数〕 days after the legal retention requirement ends.

4.5 Routine backup copies may be retained solely for disaster recovery until overwritten in the ordinary cycle, but shall be securely deleted no later than 〔バックアップ削除期限の日数〕 days after the request or termination; the Receiving Party shall confirm their final deletion in writing.

4.6 All retained copies shall be access restricted and shall not be used for the Purpose or any commercial purpose. If backup information is restored, it shall remain subject to these restrictions and be securely deleted again within 〔返却・削除期限の日数〕 days after the recovery operation ends, unless another retention exception in this Article applies.

Article 5. Rights and Transactions

5.1 Disclosure grants no intellectual property license other than the limited use expressly permitted for the Purpose. Each party retains its rights. Neither party is obliged to disclose information or enter into a transaction.

5.2 Information is supplied without a warranty of accuracy or completeness; this does not exclude liability for fraud or any liability that cannot lawfully be excluded.

5.3 Personal data processing, joint development or substantive licensing requires a separate agreement and a lawful basis before it begins.

Article 6. Notices and Changes

6.1 Notices shall be sent to the postal or email addresses for each party in the Schedule by a method preserving evidence of receipt. Changes of contact shall be notified.

6.2 Amendments require a written record agreed by authorized representatives of both parties.

6.3 This Agreement imposes no payment, purchase or development obligations.

Article 7. Liability and Disputes

7.1 A party is liable for losses caused by its breach to the extent recoverable under the agreed governing law. No contractual monetary cap is adopted in this form.

7.2 Remedies available under that law, including applications for protective or injunctive relief, are not excluded; their availability remains subject to that law and the court's requirements.

7.3 This Agreement is governed by 〔準拠法〕, and the courts of 〔専属管轄裁判所〕 have exclusive jurisdiction, subject to mandatory law.

【Schedule】

Party A: legal identity, country and notices contact：〔Party Aの詳細〕

Party B: legal identity, country and notices contact：〔Party Bの詳細〕

Additional permitted recipients (if none, state None)：〔追加の許可受領者〕

Legally required retention: records, basis and period (if none, state None)：〔法定保存記録の詳細〕

Ordinary backup overwrite cycle：〔バックアップ上書き周期〕

Date: 〔発効日〕

Party A: 〔Party Aの名称〕 Signature: ____________________

Party B: 〔Party Bの名称〕 Signature: ____________________