Template — executed individually for each engagement
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of execution by and between Scopa ("Disclosing Party") and the undersigned client ("Receiving Party").
"Confidential Information" means all information disclosed by either party, including but not limited to: investigation findings, source materials, client identities, business strategies, financial data, operational methods, and any materials marked or reasonably understood to be confidential.
Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information solely for the purpose of the engagement; (d) take reasonable security measures to protect Confidential Information.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is required to be disclosed by law or court order.
The obligations of this Agreement shall survive for a period of three (3) years from the date of disclosure, or until the Confidential Information ceases to be confidential, whichever is longer.
Upon termination of the engagement or upon written request, each party shall promptly return or destroy all Confidential Information and certify such destruction in writing.
Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Either party may seek injunctive relief in addition to any other remedies available at law or in equity.
This Agreement shall be governed by applicable commercial law. Disputes shall be resolved through good faith negotiation, or if necessary, binding arbitration.