The parties wish to explore a possible supply relationship for in-line measurement equipment (the Purpose). Each expects to disclose confidential information to the other. This agreement records the terms on which those disclosures are made. Each party may act as discloser or recipient.
1 Confidential information
1.1
Confidential information means any information disclosed by one party to the other in connection with the Purpose, in any form, that is marked confidential or that a reasonable person in the recipient's position would understand to be confidential, including technical data, drawings, calibration methods, pricing, costs, customer and supplier identities, and business plans.
1.2
The existence and subject matter of the discussions between the parties are themselves confidential information.
1.3
Confidential information does not include information that: (a) is or becomes public other than by breach of this agreement; (b) the recipient already held without obligation of confidence; (c) is received from a third party free to disclose it; or (d) the recipient develops independently without use of the other party's confidential information.
2 Obligations of the recipient
2.1
The recipient shall use confidential information only for the Purpose and shall not use it to compete with, or to secure commercial advantage over, the discloser.
2.2
The recipient shall protect confidential information with at least the care it applies to its own information of like importance, and in no event less than reasonable care.
2.3
The recipient may disclose confidential information only to those of its employees, officers and professional advisers who need it for the Purpose and who are bound by obligations of confidence no less protective than these. The recipient remains responsible for their compliance.
2.4
The recipient shall not reverse engineer, disassemble or chemically analyse any sample or article provided by the discloser except with prior written consent.
3 Compelled disclosure
3.1
If the recipient is required by law, regulation or court order to disclose confidential information, it may do so, provided that (where lawful) it gives the discloser prompt notice and reasonable assistance to seek protective relief, and discloses only what is required.
Continued on page 2 — clauses 4 to 9 and execution
4 Term and survival
4.1
This agreement takes effect on the date first written above and continues for two years, unless terminated earlier by either party on thirty days' written notice.
4.2
The obligations in clause 2 survive for three years from the date of each disclosure, or indefinitely in respect of any information that constitutes a trade secret for so long as it remains one.
5 Return and destruction
5.1
On written request, and in any event on termination, the recipient shall return or destroy all confidential information in its possession and confirm in writing that it has done so, save that it may retain one archival copy held by its legal function for compliance purposes and copies held in routine backups that are not readily retrievable.
6 No licence, no obligation
6.1
No licence or other right in any intellectual property is granted by this agreement, whether expressly or by implication.
6.2
Neither party is obliged to disclose any information, to continue discussions, or to enter into any further agreement. Any supply relationship requires a separate written contract.
6.3
Confidential information is provided as is. Neither party warrants its accuracy or completeness or accepts liability arising from the other's reliance on it.
7 Remedies
7.1
The parties agree that damages may be an inadequate remedy for breach of this agreement and that the discloser may seek injunctive relief in addition to any other remedy available, without the need to post security.
8 General
8.1
Neither party may assign this agreement without the other's written consent, except to a successor of substantially the whole of its business.
8.2
This agreement may be executed in counterparts, including by electronic signature, each of which is an original.
8.3
No waiver of any provision is effective unless in writing, and no failure to enforce operates as a waiver.
9 Governing law and jurisdiction
9.1
This agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts sitting in Monroe County, New York.
9.2
The parties agree that this agreement and all notices under it shall be in the English language.
Agreed by the duly authorised representatives of the parties as of the date first written above.
For Northmoor Industrial Group, Inc.
Signature
Name Harold J. Speight
Title General Counsel
Date ________________________
For Lindqvist Instruments AB
Signature
Name Anna-Karin Sjöberg
Title Managing Director
Date ________________________
A two-page mutual non-disclosure agreement with nine numbered clauses grouped 1–3 / 4–9 by a deliberate break, an execution block kept whole with its closing line, and Initials in both page footers. Change the parties, reference and purpose first; the clause text is standard-form and lives in the markup with its structure mirrored in data.json. Per the accent policy this document carries no coloured figure, tab or stamp — the head rule and masthead are the only accent.
**Engine features exercised:** @page :first, running-header margin boxes, page counters, break-before: page, break-inside: avoid on the execution block, two-column meta grid.
Render it:
```bash theme={null}
npx @formepdf/html templates/nda/index.html -o nda.pdf
```