Mutual Non-Disclosure Agreement
Effective Date: ____________________
Between:
Party A (Disclosing Party): Name: ____________________ Email: ____________________
Party B (Receiving Party): Name: ____________________ Email: ____________________
Each referred to as a "Party" and collectively as the "Parties."
1. Purpose
The Parties wish to explore a potential business relationship or collaboration involving Lantern (ourlantern.app), an anonymous, real-time venue-based social discovery application ("the Project"). In connection with these discussions, either Party may disclose Confidential Information to the other.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either Party, orally, visually (including live demos), or in writing, including but not limited to:
- Business plans, strategies, monetization models, and go-to-market plans
- Product features, roadmaps, and user experience designs
- Technical architecture, system design, and implementation approaches
- Partnership discussions, merchant relationships, and pilot program details
- Financial information, projections, and fundraising plans
- User data strategies and privacy/encryption methodologies (in general terms)
- Any other information identified as confidential at the time of disclosure
3. Exclusions
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party; (b) Was already known to the Receiving Party prior to disclosure, without restriction; (c) Is independently developed by the Receiving Party without use of Confidential Information; or (d) Is rightfully received from a third party without restriction on disclosure.
4. Obligations
The Receiving Party agrees to:
(a) Use the Confidential Information solely for evaluating or pursuing the potential business relationship described above; (b) Not disclose the Confidential Information to any third party without prior written consent; (c) Protect the Confidential Information with at least the same degree of care used to protect its own confidential information, and no less than reasonable care; and (d) Limit access to Confidential Information to those individuals who have a need to know and who are bound by obligations of confidentiality.
5. No Obligation
This Agreement does not obligate either Party to enter into any business relationship, contract, or transaction. Neither Party acquires any intellectual property rights, licenses, or ownership interest in the other Party's Confidential Information.
6. Term
This Agreement is effective as of the date first written above and remains in effect for two (2) years from the Effective Date. The obligations regarding Confidential Information disclosed during this term shall survive for an additional one (1) year after expiration or termination.
7. Return of Materials
Upon written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of Confidential Information and confirm in writing that it has done so.
8. Remedies
The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Either Party may seek equitable relief, including injunction, in addition to any other available remedies.
9. General
- Governing Law: This Agreement shall be governed by the laws of the State of California.
- Entire Agreement: This constitutes the entire agreement regarding confidentiality and supersedes all prior discussions on this subject.
- Amendments: Any modification must be in writing and signed by both Parties.
- Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force.
Signatures
Party A:
Signature: ____________________
Printed Name: ____________________
Date: ____________________
Party B:
Signature: ____________________
Printed Name: ____________________
Date: ____________________