Confidentiality Agreement for Consultants, Contractors

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} (the 'Effective Date') by and between:

{{company_name}}, a company duly incorporated under the laws of {{country}}, with its principal place of business at {{company_address}} (hereinafter referred to as the 'Company');

AND

{{consultant_name}}, an individual residing at {{consultant_address}} OR a company duly incorporated under the laws of {{country}}, with its principal place of business at {{consultant_address}} (hereinafter referred to as the 'Consultant/Contractor').

Collectively referred to as 'the Parties'.

1. PURPOSE

The Company wishes to disclose certain confidential and proprietary information to the Consultant/Contractor in connection with {{description_of_purpose_of_disclosure}} (the 'Purpose'). The Consultant/Contractor agrees to accept such information subject to the terms and conditions of this Agreement.

2. DEFINITION OF CONFIDENTIAL INFORMATION

'Confidential Information' shall mean any and all information, whether written or oral, tangible or intangible, disclosed by the Company to the Consultant/Contractor, directly or indirectly, including but not limited to business plans, product specifications, financial data, customer lists, marketing strategies, software code, trade secrets, processes, techniques, designs, drawings, schematics, and any other proprietary information related to the Company’s business operations. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Consultant/Contractor; (b) was rightfully known to the Consultant/Contractor prior to its disclosure by the Company; (c) is independently developed by the Consultant/Contractor without use of or reference to the Company’s Confidential Information; or (d) is rightfully obtained by the Consultant/Contractor from a third party without breach of any confidentiality obligation.

3. OBLIGATIONS OF CONSULTANT/CONTRACTOR

The Consultant/Contractor agrees to:

a. Hold the Confidential Information in strict confidence and take all reasonable precautions to prevent its unauthorized disclosure.

b. Not disclose the Confidential Information to any third party without the prior written consent of the Company.

c. Not use the Confidential Information for any purpose other than the stated Purpose.

d. Limit access to the Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less stringent than those contained herein.

e. Immediately notify the Company upon discovery of any unauthorised use or disclosure of Confidential Information.

4. RETURN OF CONFIDENTIAL INFORMATION

Upon the Company’s request, or upon termination of the engagement between the Parties, the Consultant/Contractor shall promptly return to the Company all Confidential Information (including all copies thereof) or, at the Company’s option, destroy such information and certify its destruction in writing.

5. TERM

This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of {{number_of_years}} years from the date of disclosure of the Confidential Information, or until such time as the Confidential Information ceases to be confidential as defined herein, whichever occurs later.

6. REMEDIES

The Consultant/Contractor acknowledges that any breach of this Agreement would cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available at law or in equity, the Company shall be entitled to seek injunctive relief to prevent or curtail any such breach.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country}}. The Parties hereby submit to the exclusive jurisdiction of the courts located in {{city}}, {{country}} for the resolution of any disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, and negotiations, whether oral or written.

9. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

FOR THE COMPANY:

___________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

FOR THE CONSULTANT/CONTRACTOR:

___________________________

Name: {{consultant_signatory_name}}

Title: {{consultant_signatory_title}} OR Capacity: {{consultant_capacity}}

Witnessed by:

___________________________

Name: {{witness_name}}

ID Number: {{witness_id_number}}