Confidentiality Agreement (Data Processing Services)

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Confidentiality Agreement (Data Processing Services)

Confidentiality Agreement (Data Processing Services)

1. Definitions

**Confidential Information:** Shall mean any and all technical and non-technical information disclosed by the Disclosing Party to the Receiving Party in any form, including but not limited to, data, reports, analyses, compilations, forecasts, studies, samples, devices, designs, formulae, computer programs, processes, methods, ideas, inventions, business plans, financial information, customer lists, market information, and any other information which by its nature or the circumstances surrounding its disclosure is reasonably regarded as confidential.

**Data Processing Services:** Shall mean the specific services provided by the Receiving Party to the Disclosing Party as outlined in the Service Agreement dated {{service_agreement_date}}.

**Disclosing Party:** Shall mean {{disclosing_company_name}}, a company duly incorporated in accordance with the laws of {{disclosing_company_jurisdiction}}, with its principal place of business at {{disclosing_company_address}}.

**Receiving Party:** Shall mean {{receiving_company_name}}, a company duly incorporated in accordance with the laws of {{receiving_company_jurisdiction}}, with its principal place of business at {{receiving_company_address}}.

2. Obligation of Confidentiality

The Receiving Party agrees to maintain all Confidential Information in strict confidence and to use the Confidential Information solely for the purpose of providing the Data Processing Services. The Receiving Party shall not disclose, disseminate, or otherwise make available Confidential Information to any third party without the prior written consent of the Disclosing Party.

The Receiving Party shall take all reasonable steps to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information, including at least those measures that the Receiving Party takes to protect its own highly confidential information and no less than a reasonable standard of care.

3. Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, agents, and sub-contractors who have a need to know such information in order to perform the Data Processing Services, provided that such individuals are bound by confidentiality obligations no less stringent than those contained herein.

The Receiving Party may disclose Confidential Information if required to do so by law, court order, or governmental regulation, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.

4. Exclusions from Confidentiality

The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party can demonstrate:

a) Is or becomes publicly known through no act or omission of the Receiving Party;

b) Was in the Receiving Party’s lawful possession prior to the time of disclosure by the Disclosing Party and was not subject to a confidentiality obligation;

c) Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;

d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. Data Security

The Receiving Party shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the Confidential Information, including risks of accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.

These measures shall include, where appropriate, the pseudonymisation and encryption of personal data, the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, and the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.

6. Return or Destruction of Confidential Information

Upon termination or expiration of the Data Processing Services Agreement or upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's option, promptly return to the Disclosing Party or destroy all Confidential Information (including all copies thereof) in its possession, custody, or control, and certify in writing to the Disclosing Party that it has complied with this obligation.

7. Term and Termination

This Agreement shall commence on the Effective Date of {{agreement_effective_date}} and shall continue in full force and effect until the Confidential Information no longer qualifies as such or until terminated by mutual written agreement. The confidentiality obligations set forth herein shall survive the termination or expiration of the Data Processing Services Agreement for a period of {{survival_period_years}} years.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, and the parties hereby submit to the exclusive jurisdiction of the courts of {{governing_jurisdiction_city}}, {{governing_jurisdiction_country}}.

Acknowledgement and Agreement

By signing below, the parties acknowledge that they have read, understood, and agreed to the terms and conditions of this Confidentiality Agreement (Data Processing Services).

\n\n**DISCLOSING PARTY:**\n\n{{disclosing_company_name}}\n\nSignature: __________________________\n\nName: {{disclosing_party_signatory_name}}\n\nTitle: {{disclosing_party_signatory_title}}\n\nDate: {{disclosing_party_signature_date}}\n\n\n**RECEIVING PARTY:**\n\n{{receiving_company_name}}\n\nSignature: __________________________\n\nName: {{receiving_party_signatory_name}}\n\nTitle: {{receiving_party_signatory_title}}\n\nDate: {{receiving_party_signature_date}}