MUTUAL NON-DISCLOSURE AGREEMENT (NEBRASKA)

("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");

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

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

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

"Trade Secret" means information as contemplated under 18 U.S.C. Section 1836, et seq. and Nebraska Revised Statutes Section 87-501 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.

3.3 Mandatory Disclosures. Prompt written notice required for compelled disclosure.

3.4 Return or Destruction. Return or destroy upon request or termination.

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

3.6 Term. 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.

5.2 Notice of Unauthorized Use. Immediate notification required.

5.3 Compliance with Law. Comply with all applicable laws, including the Nebraska Data Privacy Act where applicable.

6. DEFAULT & REMEDIES

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

6.2 Injunctive Relief. Available without bond.

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

7. RISK ALLOCATION

7.1 Limitation of Liability. NO LIABILITY CAP.

7.2 No Indemnification. No indemnification obligations.

8. DISPUTE RESOLUTION

8.1 Governing Law. Laws of Nebraska govern.

8.2 Arbitration. Binding arbitration in [CITY], Nebraska.

8.3 Exclusive Forum. Courts in [COUNTY], Nebraska.

8.4 Jury Waiver. EACH PARTY WAIVES JURY TRIAL.

9. GENERAL PROVISIONS

Standard provisions apply.

10. EXECUTION BLOCK

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

(c) [Year] All rights reserved.