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MUTUAL NON-DISCLOSURE AGREEMENT (NEW JERSEY)

("Agreement")

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 is entered into as of [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").

1.2 Recitals.
WHEREAS, each Party possesses certain proprietary or confidential information for the purpose of [describe transaction/project] (the "Permitted Purpose");

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

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

"Trade Secret" means information as contemplated under 18 U.S.C. Section 1836, et seq. and New Jersey Statutes Annotated Section 56:15-1 et seq.

3. OPERATIVE PROVISIONS

3.1 Confidentiality Obligations. Hold in strict confidence; use solely for Permitted Purpose.

3.2 Exclusions. Standard exclusions apply.

3.3 Mandatory Disclosures. Prompt notice required.

3.4 Return or Destruction. Upon request or termination.

3.5 No License. Remains property of Disclosing Party.

3.6 Term. [Three (3)] years; Trade Secrets indefinitely.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Full power and authority.

4.2 No Warranty. "AS IS."

5. COVENANTS & RESTRICTIONS

5.1 Prohibited Actions. No reverse-engineering.

5.2 Notice. Immediate notification required.

5.3 Compliance. Comply with laws, including the New Jersey 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. Actual damages and attorneys' fees recoverable.

7. RISK ALLOCATION

7.1 Limitation of Liability. NO LIABILITY CAP.

7.2 No Indemnification.

8. DISPUTE RESOLUTION

8.1 Governing Law. New Jersey.

8.2 Arbitration. [CITY], New Jersey.

8.3 Exclusive Forum. [COUNTY], New Jersey.

8.4 Jury Waiver. WAIVED.

9. GENERAL PROVISIONS

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

10. EXECUTION BLOCK

PARTY A PARTY B
[Full Legal Name of Party A] [Full Legal Name of Party B]
By: ____________________________ By: ____________________________
Name: [Printed Name] Name: [Printed Name]
Title: [Title] Title: [Title]
Date: __________________________ Date: __________________________

(c) [Year] All rights reserved.

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