Mutual NDA Template

When both sides share sensitive information - exploring a partnership, a joint venture or an acquisition - a mutual NDA protects each party equally.

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Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is made on 15 October 2026 between Nimbus Software Pvt Ltd, of Embassy Golf Links, Domlur, Bengaluru, Karnataka 560071 and Lighthouse Labs Inc., of 500 Howard Street, San Francisco, CA 94105, USA (each a “Party” and together the “Parties”).

1. Purpose

The Parties wish to share confidential information for the purpose of evaluating a potential technology partnership and integration between the Parties' products (the “Purpose”). Each Party may disclose information to the other.

2. Confidential information

“Confidential Information” means any non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes business plans, financial information, customer and supplier details, product designs, software, data and know-how.

3. Obligations

The Receiving Party will:

(a)

keep the Confidential Information confidential and protect it with at least reasonable care

(b)

use it only for the Purpose

(c)

share it only with its employees, contractors and professional advisers who need to know it for the Purpose and are bound by confidentiality duties at least as strict as these

(d)

not copy, reverse engineer or decompile it, except as needed for the Purpose

(e)

tell the Disclosing Party promptly if it becomes aware of any unauthorised use or disclosure

4. Exclusions

These obligations do not apply to information that:

(a)

is or becomes public through no fault of the Receiving Party

(b)

the Receiving Party already lawfully knew before receiving it

(c)

the Receiving Party receives lawfully from a third party without a duty of confidentiality

(d)

the Receiving Party develops independently without using the Confidential Information

5. Required disclosure

The Receiving Party may disclose Confidential Information if required by law, regulation or court order, provided that, where lawful, it gives the Disclosing Party prompt notice and discloses only what is required.

6. Return or destruction

On the Disclosing Party's request, or when the Purpose ends, the Receiving Party will return or destroy the Confidential Information, except copies it must keep by law or in routine backups, which remain subject to this Agreement.

7. No licence or obligation

All Confidential Information remains the property of the Disclosing Party and is provided “as is”. This Agreement does not grant any licence or other rights in it, and does not oblige either Party to enter into any further agreement or transaction.

8. Duration

The obligations in this Agreement last for 3 years from the date of each disclosure. Trade secrets remain protected for as long as they remain trade secrets under applicable law.

9. Remedies

Unauthorised use or disclosure may cause harm for which damages alone are not an adequate remedy, so the Disclosing Party may seek an injunction or other equitable relief in addition to any other remedy available.

10. Non-solicitation

During this Agreement and for 12 months after it ends, neither Party will directly solicit any employee or contractor of the other Party who was involved in the Services to work for it, without the other Party's written consent. General job advertisements are not solicitation.

11. Governing law and disputes

This Agreement is governed by the laws of India. The Parties will first try to resolve any dispute through good-faith discussion. If a dispute is not resolved within 30 days, it will be referred to arbitration by a sole arbitrator appointed by agreement of the Parties. The seat of arbitration will be Bengaluru, Karnataka, the proceedings will be in English, and the award will be final and binding.

12. General

(a)

Entire agreement: this Agreement is the whole agreement between the Parties about its subject and replaces any earlier discussions or agreements on it.

(b)

Changes: any change to this Agreement must be agreed in writing by both Parties. Email is sufficient.

(c)

Notices: notices may be sent by email to the addresses the Parties use for this engagement, or delivered to the addresses above.

(d)

Assignment: neither Party may transfer this Agreement without the other's written consent.

(e)

Severability: if any part of this Agreement is found unenforceable, the rest continues in effect.

(f)

Signatures: this Agreement may be signed electronically and in counterparts, each of which is an original.

Signed by the Parties on the dates below.

Signed for

Nimbus Software Pvt Ltd

Signature

Name

Kavya Rao

Title

Chief Executive Officer

Date

Signed for

Lighthouse Labs Inc.

Signature

Name

Daniel Brooks

Title

VP Partnerships

Date

Equal obligations on both sides

In a mutual NDA each party is both a discloser and a recipient, so the same protections apply in both directions. That balance makes it quicker to agree - neither side has to negotiate for fairness.

Sign before the first meeting

Sign the NDA before you share anything sensitive. Information shared before it's signed may not be covered, depending on how the agreement is worded.

Frequently asked questions

Is this contract legally binding?

A contract signed by both parties is generally binding if they agreed to its terms freely. These templates are a well-structured starting point, not legal advice: for high-value or unusual agreements, have a lawyer review the final version.

Does an NDA stop the other party from competing with me?

No. An NDA protects information, not markets. To restrict poaching staff, turn on the non-solicitation clause; non-compete restrictions need specific legal advice.

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