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    Confidentiality Agreement

    Uploaded by

    Khalalah Yisrael
    This confidentiality agreement establishes the terms for sharing confidential information between two parties, referred to as the Owner and Recipient. The Recipient agrees to hold in confidence any confidential information received from the Owner and to only use it for their business with the Owner. The Recipient also agrees not to disclose any confidential information to other parties without permission and to return or destroy any confidential materials upon request. The agreement outlines restrictions on use of the confidential information and stipulates that any disputes will be governed by the laws of a specified state.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as RTF, PDF, TXT or read online from Scribd

    Confidentiality Agreement

    Uploaded by

    Khalalah Yisrael
    191 views4 pages
    This confidentiality agreement establishes the terms for sharing confidential information between two parties, referred to as the Owner and Recipient. The Recipient agrees to hold in confidence any confidential information received from the Owner and to only use it for their business with the Owner. The Recipient also agrees not to disclose any confidential information to other parties without permission and to return or destroy any confidential materials upon request. The agreement outlines restrictions on use of the confidential information and stipulates that any disputes will be governed by the laws of a specified state.

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    © Attribution Non-Commercial (BY-NC)

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    RTF, PDF, TXT or read online from Scribd

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    This confidentiality agreement establishes the terms for sharing confidential information between two parties, referred to as the Owner and Recipient. The Recipient agrees to hold in confidence any confidential information received from the Owner and to only use it for their business with the Owner. The Recipient also agrees not to disclose any confidential information to other parties without permission and to return or destroy any confidential materials upon request. The agreement outlines restrictions on use of the confidential information and stipulates that any disputes will be governed by the laws of a specified state.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as RTF, PDF, TXT or read online from Scribd
    Download as rtf, pdf, or txt
    191 views4 pages

    Confidentiality Agreement

    Uploaded by

    Khalalah Yisrael
    This confidentiality agreement establishes the terms for sharing confidential information between two parties, referred to as the Owner and Recipient. The Recipient agrees to hold in confidence any confidential information received from the Owner and to only use it for their business with the Owner. The Recipient also agrees not to disclose any confidential information to other parties without permission and to return or destroy any confidential materials upon request. The agreement outlines restrictions on use of the confidential information and stipulates that any disputes will be governed by the laws of a specified state.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as RTF, PDF, TXT or read online from Scribd
    Download as rtf, pdf, or txt
    of 4
    At a glance
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    The key takeaways from the agreement are that any information shared between the owner and recipient is considered confidential, and the recipient has an obligation to maintain confidentiality and not disclose such information to other parties without permission. The agreement also outlines consequences for breaching confidentiality.

    Any information disclosed between the owner and recipient is considered confidential, including data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and any other information shared either verbally or in writing.

    The recipient agrees to hold all confidential information in confidence, only use it for the purposes of their business with the owner, and only disclose it to employees on a need-to-know basis. They also cannot disclose, publish, duplicate or reveal the confidential information without permission. Upon request, they must return or destroy any confidential materials.

    CONFIDENTIALITY AGREEMENT

    This Confidentiality Agreement (hereinafter referred to as the "Agreement")


    is made and effective the __ day of ______, 200_ by and between
    ________________ (hereinafter referred to as the "Owner") and
    ______________________ (hereinafter referred to as the "Recipient").

    1. Confidential Information.
    Owner proposes to disclose certain of its confidential and proprietary
    information (the "Confidential Information") to Recipient. Confidential
    Information shall include all data, materials, products, technology, computer
    programs, specifications, manuals, business plans, software, marketing
    plans, business plans, financial information, and other information disclosed
    or submitted, orally, in writing, or by any other media, to Recipient by
    Owner. Confidential Information disclosed orally shall be identified as such
    within five (5) days of disclosure. Nothing herein shall require Owner to
    disclose any of its information.

    2. Recipient's Obligations.

    A. Recipient agrees that the Confidential Information is to be considered


    confidential and proprietary to Owner and Recipient shall hold the same in
    confidence, shall not use the Confidential Information other than for the
    purposes of its business with Owner, and shall disclose it only to its officers,
    directors, or employees with a specific need to know. Recipient will not
    disclose, publish or otherwise reveal any of the Confidential Information
    received from Owner to any other party whatsoever except with the specific
    prior written authorization of Owner.

    B. Confidential Information furnished in tangible form shall not be duplicated


    by Recipient except for purposes of this Agreement. Upon the request of
    Owner, Recipient shall return all Confidential Information received in written
    or tangible form, including copies, or reproductions or other media
    containing such Confidential Information, within ten (10) days of such
    request. At Recipient's option, any documents or other media developed by
    the Recipient containing Confidential Information may be destroyed by
    Recipient. Recipient shall provide a written certificate to Owner regarding
    destruction within ten (10) days thereafter.

    3. Term.
    The obligations of Recipient herein shall be effective [Non-Disclosure Period]
    from the date Owner last discloses any Confidential Information to Recipient

    Confidentiality Agreement Page 1 of 4


    pursuant to this Agreement. Further, the obligation not to disclose shall not
    be affected by bankruptcy, receivership, assignment, attachment or seizure
    procedures, whether initiated by or against Recipient, nor by the rejection of
    any agreement between Owner and Recipient, by a trustee of Recipient in
    bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent
    of any of the foregoing under local law

    4. Other Information.
    Recipient shall have no obligation under this Agreement with respect to
    Confidential Information which is or becomes publicly available without
    breach of this Agreement by Recipient; is rightfully received by Recipient
    without obligations of confidentiality; or is developed by Recipient without
    breach of this Agreement; provided, however, such Confidential Information
    shall not be disclosed until thirty (30) days after written notice of intent to
    disclose is given to Owner along with the asserted grounds for disclosure.

    5. No License.
    Nothing contained herein shall be construed as granting or conferring any
    rights by license or otherwise in any Confidential Information. It is
    understood and agreed that neither party solicits any change in the
    organization, business practice, service or products of the other party, and
    that the disclosure of Confidential Information shall not be construed as
    evidencing any intent by a party to purchase any products or services of the
    other party nor as an encouragement to expend funds in development or
    research efforts. Confidential Information may pertain to prospective or
    unannounced products. Recipient agrees not to use any Confidential
    Information as a basis upon which to develop or have a third party develop a
    competing or similar product.

    6. No Publicity.
    Recipient agrees not to disclose its participation in this undertaking, the
    existence or terms and conditions of the Agreement, or the fact that
    discussions are being held with Owner.

    7. Governing Law and Equitable Relief.


    This Agreement shall be governed and construed in accordance with the
    laws of the United States and the State of [State of Governing Law] and
    Recipient consents to the exclusive jurisdiction of the state courts and U.S.
    federal courts located there for any dispute arising out of this Agreement.
    Recipient agrees that in the event of any breach or threatened breach by
    Recipient, Owner may obtain, in addition to any other legal remedies which
    may be available, such equitable relief as may be necessary to protect
    Owner against any such breach or threatened breach.

    8. Final Agreement.
    This Agreement terminates and supersedes all prior understandings or

    Confidentiality Agreement Page 2 of 4


    agreements on the subject matter hereof. This Agreement may be modified
    only by a further writing that is duly executed by both parties.

    9. No Assignment.
    Recipient may not assign this Agreement or any interest herein without
    Owner's express prior written consent.

    10. Severability.
    If any term of this Agreement is held by a court of competent jurisdiction to
    be invalid or unenforceable, then this Agreement, including all of the
    remaining terms, will remain in full force and effect as if such invalid or
    unenforceable term had never been included.

    11. Notices.
    Any notice required by this Agreement or given in connection with it, shall be
    in writing and shall be given to the appropriate party by personal delivery or
    by certified mail, postage prepaid, or recognized overnight delivery services.

    If to Owner:

    Owner's Name/Address
    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    If to Recipient:

    Recipient's Name/Address
    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    12. No Implied Waiver.


    Either party's failure to insist in any one or more instances upon strict
    performance by the other party of any of the terms of this Agreement shall
    not be construed as a waiver of any continuing or subsequent failure to

    Confidentiality Agreement Page 3 of 4


    perform or delay in performance of any term hereof.

    13. Headings.
    Headings used in this Agreement are provided for convenience only and shall
    not be used to construe meaning or intent.

    IN WITNESS WHEREOF, the parties have executed this Agreement as of the


    date first above written.

    [Owner] Signature Block


    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    [Recipient] Signature Block


    ______________________________________

    ______________________________________

    ______________________________________

    ______________________________________

    Confidentiality Agreement Page 4 of 4

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