Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is made on [date] (the "Effective Date") between:

Social Muse, Nepal, email support@socialmuse.online ("Social Muse"); and
[Counterparty legal name], [registered address], [email] (the "Counterparty"),

each a "Party" and together the "Parties".

1. Purpose

The Parties wish to exchange information for the purpose of [describe the purpose, for example: evaluating a partnership, an agency or reseller arrangement, a customer evaluation, or a service engagement] (the "Purpose"). This Agreement sets out how each Party will protect the other's confidential information.

2. Confidential Information

2.1 "Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), before or after the Effective Date, in any form (written, electronic, oral or visual), that is marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, product plans and roadmaps, software and source code, designs, technical and security information, pricing, financial information, customer, user and lead information, and the existence and terms of the Parties' discussions.

2.2 Confidential Information does not include information that the Recipient can show:

(a) is or becomes publicly available through no breach of this Agreement by the Recipient;
(b) was lawfully known to the Recipient, without a duty of confidentiality, before it was disclosed by the Discloser;
(c) is lawfully received from a third party who is free to disclose it without restriction; or
(d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

3. Obligations of the Recipient

The Recipient will:

(a) use the Confidential Information only for the Purpose;
(b) keep it confidential, using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care;
(c) disclose it only to its employees, officers, contractors and professional advisers who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement (the Recipient is responsible for any breach by them);
(d) not copy, reproduce or summarise it except as reasonably necessary for the Purpose;
(e) not reverse-engineer, decompile or disassemble any software, prototype or other item received; and
(f) notify the Discloser promptly in writing on becoming aware of any unauthorised use or disclosure, and take reasonable steps to stop it.

4. Personal data

This Agreement does not by itself permit either Party to disclose personal data. If personal data needs to be shared for the Purpose, the Parties will first agree in writing on terms that meet the data protection laws that apply, such as a data processing agreement, and will share only the minimum personal data needed.

5. Disclosure required by law

The Recipient may disclose Confidential Information if required by law, regulation, court order or a competent authority, provided that, where legally allowed, it gives the Discloser prompt written notice so the Discloser can seek a protective order, cooperates reasonably with that effort, and discloses only the part of the Confidential Information it is legally required to disclose.

6. Term and duration of obligations

6.1 This Agreement covers Confidential Information disclosed during the period of [two (2)] years from the Effective Date, unless either Party ends it earlier by written notice.

6.2 The Recipient's obligations continue for [three (3)] years after the end of that period. For trade secrets, they continue for as long as the information remains a trade secret under applicable law.

7. Return and destruction

On the Discloser's written request, or when the Purpose ends, the Recipient will promptly return or securely destroy the Discloser's Confidential Information and confirm this in writing. The Recipient may keep copies that it is required to keep by law, or that are held in routine electronic backups and cannot reasonably be deleted, provided they remain subject to this Agreement for as long as they are kept.

8. No licence, no warranty, no obligation

8.1 All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in any patent, copyright, trademark, trade secret or other intellectual property, except the limited right to use the Confidential Information for the Purpose.

8.2 Confidential Information is provided "as is", without any warranty as to its accuracy or completeness.

8.3 This Agreement does not oblige either Party to disclose any particular information, to continue discussions, or to enter into any further agreement.

9. Remedies

Each Party acknowledges that unauthorised use or disclosure of Confidential Information may cause the Discloser irreparable harm for which damages would not be an adequate remedy. The Discloser is therefore entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law.

10. General

10.1 Governing law and jurisdiction. This Agreement is governed by the laws of Nepal. The courts of Nepal have exclusive jurisdiction over any dispute arising out of or in connection with it, except that either Party may seek injunctive relief in any court of competent jurisdiction.

10.2 Entire agreement. This Agreement is the entire agreement between the Parties on its subject and replaces all earlier discussions and agreements on that subject.

10.3 Amendments and waiver. Changes to this Agreement must be in writing and signed by both Parties. A failure or delay in enforcing a right is not a waiver of it.

10.4 Assignment. Neither Party may assign or transfer this Agreement without the other's prior written consent, except to a successor to all or substantially all of its business, on written notice.

10.5 Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

10.6 Notices. Notices under this Agreement must be in writing and sent to the addresses or email addresses stated above (or as updated by written notice).

10.7 Counterparts and electronic signature. This Agreement may be signed in counterparts, and by electronic signature, each of which is an original and which together form one agreement.

Signatures

Signed by the authorised representatives of the Parties on the dates below.

	Social Muse	[Counterparty legal name]
Name
Title
Signature
Date