MUTUAL NON-DISCLOSURE AGREEMENT (NORTH DAKOTA)

("Agreement")

[// GUIDANCE: This template follows a robust architecture suitable for most commercial transactions. Customize bracketed placeholders and optional provisions to match the specific deal history, industry, and governing-law election.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties. This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

(a) [Full Legal Name of Party A], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party A"); and
(b) [Full Legal Name of Party B], a [Jurisdiction & Entity Type], having a principal place of business at [Address] ("Party B", and together with Party A, each a "Party" and collectively, the "Parties").

1.2 Recitals.
WHEREAS, each Party possesses certain proprietary or confidential information and desires to disclose such information to the other Party solely for the purpose of [describe transaction/project] (the "Permitted Purpose"); and
WHEREAS, the Parties wish to protect the confidentiality of such information in accordance with the terms set forth herein and in consideration of the mutual promises contained herein;

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

"Confidential Information" means all non-public, proprietary, or confidential data or information disclosed by a Disclosing Party to a Receiving Party. Confidential Information includes Trade Secrets.

"Disclosing Party" means the Party (or its Affiliate) disclosing Confidential Information.

"Receiving Party" means the Party (or its Affiliate) receiving Confidential Information.

"Representatives" means a Party's directors, officers, employees, agents, consultants, and advisors.

"Trade Secret" means information as contemplated under 18 U.S.C. Section 1836, et seq. and North Dakota Century Code Section 47-25.1-01 et seq.

3. OPERATIVE PROVISIONS

3.1 Confidentiality Obligations. The Receiving Party shall hold all Confidential Information in strict confidence and use it solely for the Permitted Purpose.

3.2 Exclusions. Standard exclusions apply for publicly available information, independent development, and third-party disclosure.

3.3 Mandatory Disclosures. Receiving Party shall provide prompt written notice of any compelled disclosure.

3.4 Return or Destruction. Upon request or termination, Receiving Party shall return or destroy all Confidential Information.

3.5 No License. All Confidential Information remains the property of the Disclosing Party.

3.6 Term. Confidentiality obligations survive for [three (3)] years. Trade Secret obligations survive indefinitely.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Each Party has full power and authority to execute this Agreement.

4.2 No Warranty as to Information. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."

5. COVENANTS & RESTRICTIONS

5.1 Prohibited Actions. No reverse-engineering or removal of proprietary notices.

5.2 Notice of Unauthorized Use. Immediate notification required.

5.3 Compliance with Law. Each Party shall comply with all applicable laws.

6. DEFAULT & REMEDIES

6.1 Events of Default. Breach of Sections 3 or 5 constitutes default.

6.2 Injunctive Relief. Equitable relief available without bond.

6.3 Damages & Costs. Actual damages and reasonable attorneys' fees recoverable.

7. RISK ALLOCATION

7.1 Limitation of Liability. NO LIABILITY CAP.

7.2 No Indemnification. No indemnification obligations created.

8. DISPUTE RESOLUTION

8.1 Governing Law. Laws of North Dakota govern.

8.2 Arbitration. Binding arbitration in [CITY], North Dakota.

8.3 Exclusive Forum for Injunctive Relief. Courts in [COUNTY], North Dakota.

8.4 Jury Waiver. EACH PARTY WAIVES JURY TRIAL.

9. GENERAL PROVISIONS

Standard provisions for amendment, assignment, severability, integration, counterparts, and notice.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

(c) [Year] All rights reserved.