Appendix 1. Mutual Non-Disclosure Agreement

Introductory Note

This is a conventional form of mutual Non-Disclosure agreement.

Bracketed language is optional or provides alternatives.

Provisions that are optional include a clause prohibiting hiring of the other party's personnel and the somewhat controversial “residuals” clause. You should be careful in use of the residuals clause to be sure it fits your needs. (See discussion of this clause in Chapter 2.)

The optional “feedback” clause also carries some risk, because it allows the company that receives feedback to have a free license to information.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into between SoftCo, Inc. (“SoftCo”) and _________________ ...

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