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Public Article in Category B

Author: Edward Hardin Reference Number: AA-00202 Views: 1677 Created: 2016-05-27 12:08 Last Updated: 2017-11-10 10:28 0 Rating/ Voters

Confidentiality  Agreement

It is understood and  agreed to that the Discloser and the Recipient would like to exchange certain  information that may be considered confidential. To ensure the protection of  such information and in consideration of the agreement to exchange said  information, the parties agree as follows:

  1. The confidential  information to be disclosed by Discloser under this Agreement (”Confidential  Information”) can be described as and includes:
    Technical and business information relating to  Discloser’s proprietary ideas, patentable ideas copyrights and/or trade  secrets, existing and/or contemplated products and services, software,  schematics, research and development, production, costs, profit and margin  information, finances and financial projections, customers, clients, marketing,  and current or future business plans and models, regardless of whether such  information is designated as “Confidential Information” at the time of its  disclosure.
    In addition to the  above, Confidential Information shall also include, and the Recipient shall  have a duty to protect, other confidential and/or sensitive information which  is (a) disclosed by Discloser in writing and marked as confidential (or with  other similar designation) at the time of disclosure; and/or (b) disclosed by  Discloser in any other manner and identified as confidential at the time of  disclosure and is also summarized and designated as confidential in a written  memorandum delivered to Recipient within thirty (30) days of the disclosure.
  2. Recipient shall use  the Confidential Information only for the purpose of evaluating potential  business and investment relationships with Discloser.
  3. Recipient shall  limit disclosure of Confidential Information within its own organization to its  directors, officers, partners, members and/or employees having a need to know  and shall not disclose Confidential Information to any third party (whether an  individual, corporation, or other entity) without the prior written consent of  Discloser. Recipient shall have satisfied its obligations under this paragraph  if it takes affirmative measures to ensure compliance with these  confidentiality obligations by its employees, agents, consultants and others  who are permitted access to or use of the Confidential Information.
  4. This Agreement  imposes no obligation upon Recipient with respect to any Confidential  Information (a) that was in Recipient’s possession before receipt from  Discloser; (b) is or becomes a matter of public knowledge through no fault of  Recipient; (c) is rightfully received by Recipient from a third party not owing  a duty of confidentiality to the Discloser; (d) is disclosed without a duty of  confidentiality to a third party by, or with the authorization of, Discloser;  or (e) is independently developed by Recipient.
  5. Discloser warrants  that he/she has the right to make the disclosures under this Agreement.
  6. This Agreement  shall not be construed as creating, conveying, transferring, granting or  conferring upon the Recipient any rights, license or authority in or to the  information exchanged, except the limited right to use Confidential Information  specified in paragraph 2. Furthermore and specifically, no license or  conveyance of any intellectual property rights is granted or implied by this  Agreement.
  7. Neither party has  an obligation under this Agreement to purchase any service, goods, or  intangibles from the other party. Discloser may, at its sole discretion, using  its own information, offer such products and/or services for sale and modify  them or discontinue sale at any time. Furthermore, both parties acknowledge and  agree that the exchange of information under this Agreement shall not commit or  bind either party to any present or future contractual relationship (except as  specifically stated herein), nor shall the exchange of information be construed  as an inducement to act or not to act in any given manner.
  8. Neither party shall  be liable to the other in any manner whatsoever for any decisions, obligations,  costs or expenses incurred, changes in business practices, plans, organization,  products, services, or otherwise, based on either party’s decision to use or  rely on any information exchanged under this Agreement.
  9. If there is a  breach or threatened breach of any provision of this Agreement, it is agreed  and understood that Discloser shall have no adequate remedy in money or other  damages and accordingly shall be entitled to injunctive relief; provided  however, no specification in this Agreement of any particular remedy shall be  construed as a waiver or prohibition of any other remedies in the event of a  breach or threatened breach of this Agreement.
  10. This Agreement  states the entire agreement between the parties concerning the disclosure of  Confidential Information and supersedes any prior agreements, understandings,  or representations with respect thereto. Any addition or modification to this  Agreement must be made in writing and signed by authorized representatives of  both parties. This Agreement is made under and shall be construed according to  the laws of the State of __________, U.S.A. In the event that this agreement is  breached, any and all disputes must be settled in a court of competent  jurisdiction in the State of __________, U.S.A.
  11.  If any of the  provisions of this Agreement are found to be unenforceable, the remainder shall  be enforced as fully as possible and the unenforceable provision(s) shall be  deemed modified to the limited extent required to permit enforcement of the  Agreement as a whole.

  WHEREFORE,  the parties acknowledge that they have read and understand this Agreement and  voluntarily accept the duties and obligations set forth herein.
  Recipient of  Confidential Information:
  Name (Print or Type):
  City, State & Zip:
  Discloser of  Confidential Information:
  Name (Print of Type):
  City, State & Zip:

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Custom Date:2017-11-04
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