1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, graphic, electronic, or in any other form, including but not limited to business plans, financial data, trade secrets, intellectual property, technical data, customer lists, and any other information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
- Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
- Use the Confidential Information solely for the purpose of [Insert Specific Purpose, e.g., “evaluating a potential business relationship”].
- Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
- Limit access to the Confidential Information to its employees, agents, or representatives who have a legitimate need to know such information and who are bound by obligations of confidentiality no less stringent than those set forth in this Agreement.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
- Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records;
- Is disclosed to the Receiving Party by a third party who has the legal right to make such disclosure without restriction; or
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
4. Term and Termination
This Agreement shall commence on the Effective Date and continue until [Insert Duration or “terminated by either Party upon [Insert Notice Period] written notice to the other Party”]. The obligations of confidentiality shall survive termination of this Agreement for a period of [Insert Duration, e.g., “five (5) years”].
5. Return or Destruction of Confidential Information
Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control and certify in writing that it has done so.
6. No Grant of Rights
Nothing in this Agreement shall be construed as granting any license or other right to use the Confidential Information except as expressly set forth herein.
7. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert Jurisdiction], without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved through [Insert Dispute Resolution Mechanism, e.g., “arbitration in accordance with the rules of the American Arbitration Association”].
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral, regarding such subject matter.
9. Amendments
This Agreement may only be amended or modified by a written agreement signed by both Parties.
10. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
