1. Definition of Confidential Information
1.1. Confidential Information includes, but is not limited to, all trade secrets, business plans, creative concepts, scripts, financial data, contracts, production schedules, client lists, and other non-public information disclosed by the Disclosing Party in any format (e.g., written, oral, electronic) that is designated as confidential or that reasonably should be understood as confidential.
1.2. Confidential Information does not include information that:
a. Is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
b. Is lawfully obtained by the Receiving Party from a third party without restriction; or
c. Is independently developed by the Receiving Party without reliance on or reference to the Disclosing Party’s Confidential Information.
2. Obligations of the Receiving Party
2.1. The Receiving Party agrees to:
a. Use the Confidential Information solely for the purpose stated herein;
b. Restrict disclosure of the Confidential Information to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less stringent than those contained in this Agreement;
c. Implement reasonable safeguards to protect the Confidential Information from unauthorized access, disclosure, or use.
2.2. The Receiving Party shall not:
a. Disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
b. Reverse-engineer, disassemble, or decompile any Confidential Information.
3. Term and Return of Information
3.1. This Agreement shall remain in effect for a period of [insert duration, e.g., “three (3) years”] from the date of disclosure unless otherwise terminated by mutual written consent.
3.2. Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and confirm such destruction in writing.
4. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may result in irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies, in the event of a breach or threatened breach of this Agreement.
5. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert state]. Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [insert city/state].
6. Entire Agreement
This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, whether written or oral. No modification to this Agreement shall be effective unless in writing and signed by both Parties.
