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].
PandaTip: If Owner or Recipient are represented by a corporate entities and not individuals you should note it here.
Definition of Confidential Information:
PandaTip: This is where you will want to identify the confidential information.
Reasons for Disclosing Confidential Information:
PandaTip: Identify the reasons for why you are disclosing the 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:
PandaTip: You can either select from the list below or prepare your own list of information.
___Business records and plans
___Customer lists and records
___Product design information
___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
___Information independently developed by [RECIPIENT]
___Information disclosed by operation of law
___Information disclosed by [RECIPIENT] with the prior written consent of [OWNER]
and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION.
[RECIPIENT] understands 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, [RECIPIENT] agrees to not disclose and hold in confidence the Confidential Information to any person or entity without the prior written consent of [OWNER]. Additionally, [RECIPIENT] agrees that:
i. No Copying/Modifying will Occur. [RECIPIENT] will not copy or modify any Confidential Information without the prior written consent of [OWNER].
ii. No Disclosure to Employees. [RECIPIENT] shall 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 [RECIPIENT] has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, [OWNER] shall be legally entitled to an injunction to restrain [RECIPIENT] from 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], [RECIPIENT]shall return to [OWNER] all written materials containing the Confidential Information. [RECIPIENT] shall additionally deliver to [OWNER] written statements signed by [RECIPIENT] certifying that all materials have been returned within five (5) days of receipt of the request.
IV. NO WARRANTY.
[RECIPIENT] acknowledges 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 [RECIPIENT] will be marketed or carried out as disclosed, or at all. Any actions taken by [RECIPIENT] in response to the disclosure of the Confidential Information shall be solely at the risk of [RECIPIENT].
V. LIMITED LICENSE.
[RECIPIENT] shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. [RECIPIENT] acknowledges 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 [RECIPIENT]are 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 [RECIPIENT] is 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.
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.
ADDITIONAL DOCUMENTS [NAME] DATE PROVIDED
SIGNATURE OF AGREEMENT