MUTUAL NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as of _____________________________ between
thoughtbot, inc. having its place of business at 41 Winter Street, 7th Floor, Boston, MA 02108 and
_________________________________________, having its place of business at _____________________________________________.
1. Purpose: The above named entities wish to explore a business opportunity of mutual interest and in connection with
this opportunity wishes to execute this Non Disclosure Agreement ("Agreement").
2. Confidential Information: Confidential information means any information disclosed to by one party to the other,
either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without
limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans,
customer names, customer list, customer data. Confidential Information may also include information disclosed to a
party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any
information which the Receiving party can establish (i) was publicly known and made generally available in the public
domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure
through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality
restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party's files and records
immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as
"Disclosing Party" in the Agreement and the party receiving the Confidential Information shall be referred to as
"Receiving Party" in the Agreement.
3. Non-use and Non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose
except to evaluate and engage in discussions concerning a potential business relationship between the parties hereto.
Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those
employees who are required to have the information in order to evaluate or engage in discussions concerning the
contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any
prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which
are provided to the Receiving Party hereunder.
4. Maintenance of Confidentiality Information: The Receiving Party agrees that it shall take all reasonable measures to
protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the
foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly
confidential information and shall have its employees, if any, who have access to Confidential Information sign a non-
use and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of
Confidential Information to such employees. The Receiving Party shall not make any copies of Confidential Information
unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the
Disclosing Party's proprietary rights notices on any such approved copies, in the same manner in which such notices
were set forth in or on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any
unauthorized use or disclosure of the Confidential Information.