Confidentiality Agreement (Sample and Template)



Confidentiality Agreement (Sample and Template) PDF Word

Free Confidentiality Agreement (Sample and Template) 



This Confidentiality Agreement (the "Agreement") is made and entered into as of the [Date] (the "Effective Date"), by and between [Company Name], a [State] corporation, with its principal place of business at [Address] (the "Disclosing Party"), and [Recipient Name], with a mailing address of [Address] (the "Recipient").

WHEREAS, the Disclosing Party and the Recipient desire to enter into a confidential relationship concerning certain proprietary and confidential information that may be disclosed by the Disclosing Party to the Recipient;

WHEREAS, the Disclosing Party desires to protect its proprietary and confidential information and maintain its confidentiality; and

WHEREAS, the Recipient agrees to maintain the confidentiality of such information and to use it solely for the purposes set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Confidential Information. The term "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Recipient, including without limitation, technical, financial, business, and customer information, whether in written, oral, electronic or other tangible or intangible form, that is marked or identified as confidential or that the Recipient should reasonably understand to be confidential based on the nature of the information and the circumstances of its disclosure.

Confidentiality Obligations. The Recipient agrees to hold all Confidential Information in strict confidence and to use the Confidential Information only for the purposes set forth in this Agreement. The Recipient shall not disclose, publish, reproduce, or otherwise divulge any Confidential Information to any third party without the prior written consent of the Disclosing Party.

Exceptions. The obligations of the Recipient under this Agreement shall not apply to any Confidential Information that: (a) is already known by the Recipient at the time of disclosure; (b) is or becomes publicly available through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without any obligation of confidentiality; or (d) is independently developed by the Recipient without reference to or use of the Confidential Information.

Return or Destruction of Confidential Information. Upon request by the Disclosing Party or upon termination of this Agreement, the Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, or other reproductions of such information, and shall certify in writing that such Confidential Information has been returned or destroyed.

Remedies. The parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which money damages may not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief as a remedy for any such breach or threatened breach, in addition to any other remedies available at law or in equity.

Term. This Agreement shall remain in effect for a period of [Term] from the Effective Date, unless earlier terminated by either party upon written notice to the other party.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice or conflict of law provision or rule.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, between the parties.

Amendment and Waiver. This Agreement may be amended or modified only in writing executed by both parties. No waiver of any breach of this Agreement.