Free Confidentiality Agreement (Sample and Template)
CONFIDENTIALITY
AGREEMENT
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.