Confidentiality Agreement Template

This Confidentiality Agreement (the “Agreement”) is made effective as of Date, between Owner Of Confidential Information, of Address, City, Zip Code, and Recipient Of Confidential Information, of Address, City, Zip Code.

In this Agreement, the party who owns the Confidential Information will be referred to as “Owner,” and the party to whom the Confidential Information will be disclosed will be referred to as “Recipient.”Owner is part of Owner Business Name. Recipient is part of Recipient Business Name.

Definition of Confidential Information:

Reasons for Disclosing Confidential Information:

The Owner requests and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree to the terms as follows:​

I. CONFIDENTIAL INFORMATION. The term “Confidential Information” is defined as any information or material which is the property of Owner, whether or not owned or developed by Owner, which is not generally known by anyone other than Owner, and which Recipient may obtain through any direct or indirect contact with Owner.

A. Confidential Information includes the following without limitation:

___Business records and plans

___Financial statements

___Customer lists and records

___Trade secrets

___Technical information

___Products

___Inventions

___Product design information

___Pricing structure

___Discounts

___Costs

___Computer programs and listings

___Source code and/or object code

___Copyrights and other intellectual property

___Other proprietary information________________________________

B. Confidential Information does not include (select all that apply):

___Matters of public knowledge that result from disclosure by Owner

___Information rightfully received by Recipient from a third party without a duty of     confidentiality

___Information independently developed by Recipient

___Information disclosed by operation of law

___Information disclosed by Recipientwith the prior written consent of Owner

        and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION.

Recipientunderstands and acknowledges that the Confidential Information has been developed or obtained by Owner through the contribution of time, effort, expense and creativity, and that the Confidential Information is a valuable, asset of Owner which provides Owner with a significant advantage, therefore said Confidential Information needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, Recipientagrees to not disclose and hold in confidence the Confidential Information to any person or entity without the prior written consent of Owner. Additionally, Recipientagrees that:

i. No Copying/Modifying will Occur. Recipientwill not copy or modify any Confidential Information without the prior written consent of Owner.

ii. No Disclosure to Employees. Recipientshall not disclose any Confidential Information to any employees of Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed will sign a nondisclosure agreement substantially the same as this Agreement following the request of Owner.

iii. Unauthorized Disclosure of Information.

If it appears that Recipienthas disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, Owner shall be legally entitled to an injunction to restrain Recipientfrom disclosing, in whole or in part, the Confidential Information. Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

III. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request of Owner, Recipientshall return to Owner all written materials containing the Confidential Information. Recipientshall additionally deliver to Owner written statements signed by Recipientcertifying that all materials have been returned within five (5) days of receipt of the request.

IV. NO WARRANTY.

Recipientacknowledges and agrees that the Confidential Information is provided on an AS IS basis. Owner MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Owner BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. Owner does not represent or warrant that any product or business plans disclosed to Recipientwill be marketed or carried out as disclosed, or at all. Any actions taken by Recipientin response to the disclosure of the Confidential Information shall be solely at the risk of Recipient.

V. LIMITED LICENSE.

Recipientshall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. Recipientacknowledges that, as between Owner and Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of Owner, even if suggestions, comments, and/or ideas made by Recipientare incorporated into the Confidential Information or related materials during the period of this Agreement.

VI. GENERAL PROVISIONS.

This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information or until the Confidential Information disclosed to Recipientis no longer confidential. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of State name. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.

IMPORTANT NOTE.

Additional documents accompanying the Confidentiality Agreement should be marked as “confidential” before being given to a second party. If attaching additional documents, note them in the following format below.