MUTUAL NON-DISCLOSURE AGREEMENT
Effective date: [Date signed]
Parties: 9 Figure Roofer and [Organization legal name], a [Entity type] formed or residing in [State or jurisdiction] (each a “Party,” together the “Parties”).
Purpose
The Parties may discuss or pursue a potential collaboration, sponsorship, media project, roofing opportunity, technology relationship, employment or contractor relationship, campaign, or other business opportunity (the “Purpose”). Either Party may share Confidential Information with the other while evaluating or carrying out that Purpose.
1. Confidential Information
“Confidential Information” means non-public information disclosed in any form that a reasonable person would understand to be confidential. It includes business plans, pricing, finances, leads, customer and vendor information, contacts, campaign strategy, media plans, audience information, unpublished content, passwords and access details, roofing operations, sales methods, software, product plans, creative concepts, and the existence or terms of discussions between the Parties.
2. Exclusions
Confidential Information does not include information the receiving Party can document: (a) was lawfully known without a duty of confidentiality; (b) becomes public without breach of this Agreement; (c) is received lawfully from another source without a duty of confidentiality; or (d) is independently developed without using the disclosing Party’s Confidential Information.
3. Use and protection
The receiving Party will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with personnel and professional advisers who need it for the Purpose and are bound by confidentiality obligations. The receiving Party is responsible for their compliance.
4. Required disclosure
If law or a valid legal process requires disclosure, the receiving Party will, when legally allowed, promptly notify the disclosing Party and reasonably cooperate in seeking confidential treatment. Only the legally required portion may be disclosed.
5. Return or destruction
Upon written request, the receiving Party will promptly return or destroy Confidential Information, except for archival copies maintained automatically or as required by law. Any retained copy remains protected by this Agreement.
6. Ownership; no license
Each Party keeps all rights in its Confidential Information. Disclosure does not grant a license, transfer ownership, promise exclusivity, or require either Party to proceed with a transaction.
7. No publicity
Neither Party may use the other Party’s name, trademarks, likeness, content, or the existence of the relationship publicly without prior written permission, except as required by law.
8. No warranty
Confidential Information is provided “as is.” Neither Party makes a warranty about its accuracy or completeness, and neither Party is obligated to disclose any particular information.
9. Term
This Agreement begins on the Effective Date. The duty to protect each item of Confidential Information continues for three years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
10. Remedies
Unauthorized use or disclosure may cause harm that money alone cannot repair. A harmed Party may seek appropriate injunctive relief in addition to any other available remedy.
11. General terms
This Agreement is the entire agreement on confidentiality for the Purpose and may be amended only in a writing signed by both Parties. A waiver on one occasion is not a continuing waiver. If any provision is unenforceable, the rest remains effective. Neither Party may assign this Agreement without the other’s written consent, except with a merger, reorganization, or sale of substantially all relevant assets. Electronic signatures and counterparts are effective as originals.
12. Governing law and venue
Governing law and venue must be confirmed by 9 Figure Roofer’s legal counsel before production use. Until then, this draft does not designate a jurisdiction.
Accepted for [Organization legal name]
Signer: [Signer full legal name]
Title: [Signer title]
Email: [Signer email]
Date: [Date signed]
Accepted for 9 Figure Roofer
Authorized signature to be completed by 9 Figure Roofer.
DRAFT FOR ATTORNEY REVIEW — This template must be reviewed and approved by qualified legal counsel before production use.
