Mutual NDA Template for Manufacturers

This Agreement is made on 2026-11-01 between Acme Precision Ltd of 100 Industrial Way, Austin, Texas, USA ("Party A") and Northfield Components Inc of 42 Foundry Road, Pune, India ("Party B"). Each may disclose and receive Confidential Information, and each is a "Discloser" when it discloses and a "Recipient" when it receives.

The parties will share Confidential Information solely for the following purpose (the "Purpose"): Evaluating and quoting the manufacture of machined housings, including review of drawings, specifications, volumes and pricing.

Confidential Information means non-public technical or business information disclosed in any form, including drawings, CAD models, specifications, bills of materials, routings, process parameters, tooling designs, test data, quality records, pricing, volumes, customer identities and supplier lists, that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Oral disclosures are covered without a later written summary.

The Recipient will (a) use Confidential Information only for the Purpose; (b) protect it with at least the care it uses for its own similar information and no less than reasonable care; (c) limit access to employees, contractors and advisers who need it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement; (d) not copy it except as needed for the Purpose; and (e) not reverse engineer, disassemble or analyse samples, tooling or software received from the Discloser except as expressly agreed in writing.

These obligations do not apply to information that (a) is or becomes public without breach by the Recipient; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Discloser's information. The Recipient may disclose Confidential Information to the extent required by law or court order, after giving the Discloser prompt notice where lawful so it can seek protection.

On written request or when the Purpose ends, the Recipient will return or destroy Confidential Information, including copies held in systems and e-mail, and confirm this in writing on request. Copies held in routine backups or retained as required by law may remain, subject to continuing confidentiality.

All Confidential Information remains the property of the Discloser. No licence to patents, copyrights, designs or know-how is granted. Nothing in this Agreement obliges either party to disclose information, to buy or sell anything, or to enter any further agreement. Information is provided as is unless a later written agreement says otherwise.

Export controlled data: Not expected. Each party is responsible for complying with export control and sanctions laws that apply to it. A Discloser will tell the Recipient before sending any technical data it knows to be export controlled so that appropriate handling can be agreed first.

This Agreement covers disclosures made during 2 year(s) from the effective date. The obligations in sections 3 to 5 continue for 5 years after the end of that period. Trade secrets stay protected for as long as they remain trade secrets under applicable law.

This Agreement is governed by the laws of the State of Texas, USA. It is the entire agreement on its subject, may be changed only in writing signed by both parties, and may be signed in counterparts including electronic signatures. Either party may seek injunctive relief in addition to other remedies for actual or threatened breach. Neither party may assign this Agreement without the other's written consent, except to a successor of its whole business.