Confidentiality Agreement

{{company_name}}

{{company_address}}

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

Confidentiality Agreement

Confidentiality Agreement

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is made and entered into effective as of {{effective_date}} (the “Effective Date”) by and between:

{{disclosing_party_name}}, a company duly incorporated under the laws of {{disclosing_party_jurisdiction}}, with its principal place of business at {{disclosing_party_address}} (the “Disclosing Party”); and

{{receiving_party_name}}, a company duly incorporated under the laws of {{receiving_party_jurisdiction}}, with its principal place of business at {{receiving_party_address}} (the “Receiving Party”).

Collectively referred to as the “Parties” and individually as a “Party”.

1. Purpose

The Parties wish to explore a potential business relationship concerning {{purpose_of_disclosure}} (the “Purpose”). In connection with this Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. Definition of Confidential Information

'Confidential Information' means any and all information, whether written or oral, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, including, but not limited to, trade secrets, business plans, financial data, customer lists, technical data, product designs, marketing strategies, inventions, formulas, processes, computer programs, and any other information that is marked as confidential or that, under the circumstances of disclosure, a reasonable person would understand to be confidential.

Confidential Information does not include information that:

(a) is or becomes publicly available without breach of this Agreement by the Receiving Party;

(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation;

(c) is independently developed by the Receiving Party without reference to the Confidential Information;

(d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

(a) hold the Confidential Information in strict confidence;

(b) use the Confidential Information solely for the Purpose;

(c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) limit access to the Confidential Information to its employees, agents, or contractors who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein;

(e) protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

4. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all original and copies of the Confidential Information, or, at the Disclosing Party’s option, destroy all physical and electronic copies of the Confidential Information and certify such destruction in writing to the Disclosing Party. Notwithstanding the foregoing, one copy of the Confidential Information may be retained by the Receiving Party’s legal counsel for archival purposes.

5. Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of {{term_duration}} (e.g., two years, five years) unless terminated earlier by mutual written agreement of the Parties or in accordance with the provisions herein. The obligations of confidentiality set forth in this Agreement shall survive the termination of this Agreement for a period of {{survival_duration}} (e.g., five years, indefinitely).

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{jurisdiction_for_disputes}}.

7. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

8. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the Effective Date.

_____________________________

By: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{disclosing_party_signature_date}}

Disclosing Party: {{disclosing_party_name}}

_____________________________

By: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{receiving_party_signature_date}}

Receiving Party: {{receiving_party_name}}