Mutual NDA

Purpose

1.1 The parties wish to exchange Confidential Information to evaluate, negotiate, or perform a potential or existing business relationship involving AI security engineering, research, advisory, sponsorship, benchmarking, professional services, or related work (the "Purpose").

1.2 This Mutual Non-Disclosure Agreement sets out each party's obligations when receiving the other party's Confidential Information.

Definitions

2.1 "Confidential Information" means non-public information disclosed by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party") that is: (a) marked or identified as confidential at the time of disclosure; (b) identified orally as confidential and confirmed in writing within five (5) business days; or (c) of a nature that a reasonable person would understand it to be confidential given the circumstances of disclosure.

2.2 Confidential Information includes, without limitation: business and strategic plans, financial information, pricing, customer and prospect information, technical information, source code, security assessments, vulnerability information, incident information, research methods, benchmark structures, model weights and training data, prompt designs, credentials, system architectures, and unpublished materials.

2.3 "Representatives" means a party's employees, officers, directors, contractors, advisors, legal counsel, accountants, and agents who: (a) need to know the Confidential Information to advance the Purpose; and (b) are bound by confidentiality obligations at least as protective as this Agreement.

Obligations of Receiving Party

3.1 Receiving Party will use Confidential Information solely for the Purpose and for no other purpose.

3.2 Receiving Party will protect Confidential Information with at least reasonable care, but in no event with less care than it uses to protect its own confidential information of similar sensitivity.

3.3 Receiving Party will disclose Confidential Information only to its Representatives who need to know it for the Purpose and will ensure those Representatives comply with this Agreement.

3.4 Receiving Party is responsible for any unauthorized use or disclosure of Confidential Information by its Representatives.

3.5 Receiving Party will promptly notify Disclosing Party in writing upon discovering any unauthorized access, disclosure, or use of Disclosing Party's Confidential Information.

Exclusions

4.1 Obligations under this Agreement do not apply to information that Receiving Party can demonstrate, with contemporaneous written documentation where reasonably available:

1. is or becomes generally available to the public through no act or omission of Receiving Party or its Representatives;
2. was rightfully known to Receiving Party without restriction before disclosure by Disclosing Party;
3. is lawfully received from a third party without restriction on use or disclosure; or
4. is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

4.2 The fact that information falls within an exclusion does not authorize disclosure if a combination of excluded information and other Confidential Information would itself be confidential.

Compelled Disclosure

5.1 Receiving Party may disclose Confidential Information to the extent strictly required by applicable law, regulation, court order, subpoena, or governmental authority.

5.2 Before making any such disclosure, Receiving Party will, to the extent legally permitted: (a) give Disclosing Party prompt advance written notice of the requirement; (b) cooperate reasonably with Disclosing Party's efforts to obtain protective orders, confidential treatment, or other appropriate relief; and (c) disclose only the minimum portion of Confidential Information legally required.

5.3 Compelled disclosure under this Section does not authorize any use of the disclosed information beyond what is compelled.

Security Information

6.1 Security findings, vulnerability details, incident information, exploit information, credentials, infrastructure configuration, model weights, prompt designs, and remediation plans are Confidential Information regardless of whether they are marked as such.

6.2 Receiving Party will not publicly disclose any vulnerability or security incident information received from Disclosing Party without Disclosing Party's prior written authorization, except as required by applicable law.

6.3 Receiving Party will apply heightened care to security-related Confidential Information, including limiting access to security-cleared or need-to-know personnel and storing such information in access-controlled systems.

Return or Destruction

7.1 Upon written request by Disclosing Party, or upon termination of discussions or this Agreement, Receiving Party will, at Disclosing Party's election, promptly return or destroy all Confidential Information within [RETURN_DESTRUCTION_DAYS] days and certify completion in writing.

7.2 Receiving Party may retain archival or backup copies to the extent required by applicable law, court order, legal hold, or established records retention policies, subject to the ongoing obligations of this Agreement.

7.3 Confidentiality obligations continue to apply to any retained copies until they are destroyed or returned.

No License or Rights

8.1 Confidential Information remains the sole property of Disclosing Party.

8.2 No license, assignment, ownership interest, or other intellectual property right is granted by this Agreement or by any disclosure of Confidential Information, except the limited right to use Confidential Information for the Purpose.

8.3 Neither party acquires any right to use the other party's name, logo, or marks without separate written authorization.

No Obligation to Proceed

9.1 This Agreement does not obligate either party to enter into any transaction, engagement, investment, partnership, or commercial relationship.

9.2 Either party may discontinue discussions and negotiations at any time and for any reason without liability, unless a separate signed agreement expressly requires otherwise.

Remedies

10.1 Each party acknowledges that unauthorized disclosure or use of the other party's Confidential Information may cause irreparable harm for which monetary damages alone would be an inadequate remedy.

10.2 Disclosing Party is entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach, without the necessity of proving actual damages and without the requirement to post any bond or other security.

10.3 The right to seek equitable relief is in addition to, and does not limit, any other remedies available at law or in equity.

Term and Survival

11.1 This Agreement begins on the Effective Date and continues for [NDA_TERM_YEARS] years, unless terminated earlier by either party on [TERMINATION_NOTICE_DAYS] days' written notice.

11.2 Confidentiality obligations with respect to Confidential Information disclosed during the term survive for [CONFIDENTIALITY_SURVIVAL_YEARS] years after the date of each specific disclosure.

11.3 Trade secrets remain protected as long as they qualify as trade secrets under applicable law, regardless of the survival period above.

Representations and Warranties

12.1 Each party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) this Agreement does not conflict with any other obligation; and (c) it will comply with applicable laws in performing its obligations.

12.2 Confidential Information is disclosed "as is." Disclosing Party makes no warranty as to the accuracy, completeness, or fitness for any particular purpose of Confidential Information, unless a separate signed agreement states otherwise.

Limitation of Liability

13.1 Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or related to this Agreement, to the maximum extent permitted by applicable law.

13.2 This limitation does not apply to: (a) unauthorized disclosure or willful misuse of Confidential Information; or (b) liability that cannot be excluded under applicable law.

Governing Law and Disputes

14.1 This Agreement is governed by the laws of [GOVERNING_LAW], without regard to conflict-of-law provisions.

14.2 The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives within thirty (30) days of written notice.

14.3 If negotiation fails, disputes will be resolved in [DISPUTE_VENUE].

14.4 Notwithstanding Section 14.3, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm.

General Provisions

15.1 Relationship of Parties. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

15.2 Assignment. Neither party may assign this Agreement without prior written consent, except to an affiliate or successor in a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void.

15.3 Waiver. Failure to enforce any right is not a waiver of future enforcement. Waivers must be in writing and signed by the waiving party.

15.4 Entire Agreement. This Agreement is the entire agreement between the parties regarding confidentiality for the Purpose and supersedes all prior understandings on the same subject.

15.5 Amendments. Amendments require a written instrument signed by authorized representatives of both parties.

15.6 Severability. If any provision is found unenforceable, the remainder continues in force. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.7 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts. Electronic signatures have the same legal effect as handwritten signatures.

15.8 Notices. Notices must be delivered by email with confirmed receipt, or by courier, to the contact identified in this Agreement or any updated address provided in writing.

Notices

16.1 Party A Notice Contact: [PARTY_A_NOTICE_EMAIL]

16.2 Party B Notice Contact: [PARTY_B_NOTICE_EMAIL]

Signature Blocks