Mutual NDA for Business Negotiations

Draft a Mutual Non-Disclosure Agreement (NDA) between [DISCLOSING PARTY A] and [DISCLOSING PARTY B], in the context of [NEGOTIATION PURPOSE: partnership/M&A/joint venture/due diligence].\\\\\\\\n\\\\\\\\n**Party Details:**\\\\\\\\n- Party A: [LEGAL NAME], Tax ID [NUMBER], operating in [INDUSTRY]\\\\\\\\n- Party B: [LEGAL NAME], Tax ID [NUMBER], operating in [INDUSTRY]\\\\\\\\n\\\\\\\\n**The agreement must include:**\\\\\\\\n\\\\\\\\n1) **Definition of Confidential Information**: Broad concept including financial, technical, and commercial data; customer lists; intellectual property; know-how; and trade secrets\\\\\\\\n2) **Exclusions**: Information in the public domain, already known, lawfully obtained from third parties, or independently developed\\\\\\\\n3) **Party Obligations**:\\\\\\\\n   - Not disclose to third parties without prior consent\\\\\\\\n   - Limit internal access on a need-to-know basis\\\\\\\\n   - Implement technical and organizational security measures\\\\\\\\n   - Extend obligations to employees and contractors (via adherence agreement)\\\\\\\\n4) **Confidentiality Period**: [NUMBER] years, even after the relationship ends\\\\\\\\n5) **Return or Destruction**: Procedure for returning documents and deleting copies\\\\\\\\n6) **Penalties**: Breach penalty of [AMOUNT], without prejudice to additional damages\\\\\\\\n7) **Information Ownership**: Information remains the property of the disclosing party\\\\\\\\n8) **General Provisions**: Assignment, amendments, notices, governing law\\\\\\\\n9) **Jurisdiction**: [CITY/STATE]\\\\\\\\n\\\\\\\\nGround in Article 195, XI and XII of the Industrial Property Law (9.279/1996) and Articles 186, 187, and 927 of the Civil Code.\\\\\\\\n\\\\\\\\nFormat: Formal agreement ready for signature, with space for witnesses.