# Mutual Non-Disclosure Agreement (Template)

**GovProposal Operations · FedShredder**

This Mutual Non-Disclosure Agreement ("**Agreement**") is entered into as of ______________ ("**Effective Date**") by and between:

**FedShredder** ("**Party A**"), and  
**____________________________________** ("**Party B**"),  
each a "**Party**" and collectively the "**Parties**."

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## 1. Purpose

The Parties wish to evaluate a Pilot Sprint or retainer engagement for federal proposal compliance services ("**Purpose**"). In connection with the Purpose, each Party may disclose confidential information to the other.

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## 2. Confidential Information

"**Confidential Information**" means non-public information disclosed by either Party, including solicitation packages, compliance matrices, pricing, teaming structures, personnel data, security questionnaires, and business plans.

Confidential Information does **not** include information that: (a) is public without breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is received from a third party without restriction.

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## 3. Obligations

Each Party shall:

1. Use Confidential Information only for the Purpose;
2. Limit access to personnel with a need to know;
3. Protect Confidential Information with at least reasonable care;
4. Not disclose to third parties except subprocessors bound by equivalent obligations (see Pilot Data Addendum).

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## 4. Compelled Disclosure

If compelled by law, the receiving Party may disclose only the minimum required and will notify the disclosing Party when legally permitted.

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## 5. Term

This Agreement begins on the Effective Date and continues for **three (3) years**. Confidentiality obligations survive **five (5) years** from last disclosure.

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## 6. No License

No license or ownership transfer is granted by disclosure.

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## 7. Governing Law

State of ______________ (to be completed at execution).

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## Signatures

| **FedShredder (Party A)** | **Customer (Party B)** |
|---------------------------|------------------------|
| Name: ___________________ | Name: ___________________ |
| Title: __________________ | Title: __________________ |
| Date: ___________________ | Date: ___________________ |

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**Template version:** 1.0.0 · Not legal advice — counsel review recommended before execution.