PARTIES TO THIS AGREEMENT
DISCLOSING PARTY:
Name: [DISCLOSING PARTY LEGAL NAME]
Address: [STREET ADDRESS]
[CITY, STATE, ZIP CODE]
Contact: [EMAIL / PHONE NUMBER]
RECEIVING PARTY:
Name: [RECEIVING PARTY LEGAL NAME]
Address: [STREET ADDRESS]
[CITY, STATE, ZIP CODE]
Contact: [EMAIL / PHONE NUMBER]
RECITALS
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to [DESCRIBE BUSINESS/PROJECT/PURPOSE];
WHEREAS, the Receiving Party desires to receive such confidential information for the purpose of [DESCRIBE INTENDED USE/PURPOSE];
WHEREAS, the Disclosing Party is willing to disclose such confidential information to the Receiving Party subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1.DEFINITION OF CONFIDENTIAL INFORMATION
For purposes of this Agreement, "Confidential Information" means any and all information or data, in any form or medium, that is disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
(a) Technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information;
(b) Any information that is marked as "Confidential," "Proprietary," or with a similar designation;
(c) Any information that would reasonably be considered confidential or proprietary in the context in which it is disclosed.
2.OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
(a) Hold and maintain the Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
(b) Not disclose the Confidential Information to any third parties except to its employees, contractors, and advisors who have a legitimate need to know and who have been informed of the confidential nature of such information;
(c) Not use the Confidential Information for any purpose other than [SPECIFY PERMITTED PURPOSE];
(d) Reproduce the Confidential Information only to the extent necessary for the permitted purpose and ensure all reproductions contain the same confidential or proprietary notices;
(e) Immediately notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with the Disclosing Party in remedying such unauthorized use or disclosure.
3.EXCLUSIONS FROM CONFIDENTIAL INFORMATION
The obligations set forth in Section 2 shall not apply to any Confidential Information that:
(a) Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;
(b) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
(c) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;
(d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records;
(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party and cooperates in seeking a protective order.
4.TERM
This Agreement shall commence on the date first written above and shall continue for a period of [NUMBER] years, unless earlier terminated by either party upon [NUMBER] days' written notice to the other party. The obligations of the Receiving Party under Section 2 shall survive termination of this Agreement for a period of [NUMBER] years.
5.RETURN OF MATERIALS
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly:
(a) Return to the Disclosing Party all documents, materials, and other tangible items containing or representing Confidential Information;
(b) Destroy all copies, notes, and other materials derived from the Confidential Information in its possession or control;
(c) Certify in writing to the Disclosing Party that it has complied with the requirements of this Section.
6.NO LICENSE
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any Confidential Information except as expressly set forth herein. The Disclosing Party retains all rights, title, and interest in and to the Confidential Information.
7.REMEDIES
The Receiving Party acknowledges that the Confidential Information is valuable and unique, and that disclosure in breach of this Agreement will result in irreparable injury to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
8.GENERAL PROVISIONS
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [STATE/JURISDICTION], without regard to its conflict of laws principles.
8.2 Jurisdiction and Venue
The parties consent to the exclusive jurisdiction and venue of the courts located in [CITY/COUNTY, STATE] for any disputes arising under this Agreement.
8.3 Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, relating to such subject matter.
8.4 Amendments
This Agreement may be amended or modified only by a written instrument executed by both parties.
8.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.6 Waiver
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.
8.7 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
8.8 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
DISCLOSING PARTY:
Signature
[PRINTED NAME]
Printed Name
[TITLE]
Title
[DATE]
Date
RECEIVING PARTY:
Signature
[PRINTED NAME]
Printed Name
[TITLE]
Title
[DATE]
Date