[ Legal — NDA ]

Mutual NDA

A sample mutual non-disclosure agreement you're welcome to use if you don't already have one. Confidentiality is non-negotiable for us.

[ Make sure to read ]

This is a starting point, not a signed agreement. On its own it isn't a legally binding contract — nothing here takes effect until both parties sign a final version. Use it as-is, add to it, or bring your own. The NDA we actually sign is scoped to your specific project and the information you're sharing, and we finalize the wording together before anyone signs.

Parties & purpose

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date of the last signature below, between UncannyDevs and the company or individual signing below. Each is a "party," and together the "parties."

The parties intend to explore or carry out a working relationship (the "Purpose"), and along the way each side may share information that should stay private. This Agreement is mutual: at any given moment either party may be the one disclosing information (the "Discloser") or the one receiving it (the "Recipient").

What counts as Confidential Information

"Confidential Information" is any non-public information a Discloser shares with a Recipient in connection with the Purpose — spoken, written, visual, or in any other form, and whether or not it's labeled "confidential." It includes things like product plans, source code, designs, business and financial details, customer and user data, and any notes or analysis derived from that information.

What's not covered

This Agreement doesn't apply to information that:

  • →is or becomes public through no fault of the Recipient;
  • →the Recipient already had, free of any confidentiality duty, before it was shared;
  • →the Recipient lawfully receives from a third party who's free to share it; or
  • →the Recipient independently develops without using the Confidential Information.

Each party's obligations

The Recipient agrees to:

  • →use the other party's Confidential Information only for the Purpose;
  • →protect it with at least the same care it uses for its own sensitive information, and never less than reasonable care; and
  • →share it only with employees, contractors, or advisors who need it for the Purpose and who are bound by confidentiality obligations at least as protective as these.

If a law or court compels disclosure, the Recipient may comply — but will, where legally permitted, give the Discloser advance notice so they have a chance to respond first.

Term & survival

This Agreement begins on the date of the last signature and continues for the duration of the parties' discussions or working relationship, plus three (3) years after it ends. The confidentiality obligations survive for that full period; obligations covering trade secrets last as long as the information remains a trade secret under applicable law.

When the relationship ends, the Recipient will, on request, return or destroy the Discloser's Confidential Information and, if asked, confirm in writing that it has done so — though it may keep copies required by law or held in routine backups, which stay subject to this Agreement.

No license, no obligation

Sharing Confidential Information doesn't transfer any ownership or grant any license, beyond the limited right to use it for the Purpose. Nothing here obligates either party to enter into any further agreement, make any purchase, or move forward with the Purpose. This Agreement only governs how shared information is handled.

Governing law

This Agreement is governed by the laws of the State of Washington, United States, without regard to its conflict-of-laws principles.

Signatures

By signing, each party agrees to the terms above as of the date of the last signature.

UncannyDevs

By:

Date:

Counterparty

By:

Date:

Questions

Want to adjust something, or bring your own NDA? Email [email protected], or use the contact page.