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- CONFIDENTIAL INFORMATION
- RECIPIENT’S OBLIGATIONS
- PERMITTED DISCLOSURES
- REQUIRED DISCLOSURES
- NO LICENSE
- OTHER INFORMATION
- RETURN OF DOCUMENTS
- NO ADDITIONAL AGREEMENTS
- IRREPARABLE HARM
- NO PUBLICITY
- GENERAL PROVISIONS
This ‘CONFIDENTIALITY AGREEMENT’ (“Agreement”) is made by and entered into between [OWNER NAME] (the “Owner”) and [RECIPIENT NAME] (the “Recipient”), and is executed as a binding agreement as of the Effective Date (Owner and Recipient are sometimes herein referred to collectively as the “Parties” or individually as a “Party”).
BACKGROUND AND PURPOSE
- WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner; and
- WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities.
NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration considered hereinafter, the receipt and sufficiency of which are acknowledged by the Parties, the Owner and the Recipient agree as follows:
- CONFIDENTIAL INFORMATION
(a) “Confidential Information” means non-public information, technical data or know-how of a party and/or its Affiliates, which is furnished directly or indirectly to the other party in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential. Confidential Information created by Developer under this Agreement will be deemed to be the Confidential Information of Customer and may be used only for the purposes of this Agreement.
(b) In addition, “Confidential Information” shall include to mean the following:
(i) Any information or data, whether in oral, graphic, written, optical, electronic, machine-readable, hard copy or any other form, possessed by, used by, or under the control of Owner that is not generally available to the public;
(ii) Confidential Information includes but is not limited to inventions, designs, data, source code, object code, programs, other works of authorship, know-how, trade secrets, techniques, ideas, discoveries, technical, marketing and business plans, customers, suppliers, pricing, profit margins, costs, products, and services;
(iii) Additionally, any information about this project (i.e. the subject of this Agreement), this project and/or product or any other project or product of the Owner, the information contained in this Agreement or any other agreements in which the Owner is a party either directly (such as a signing party) or indirectly (such as having some beneficial or business interest) and either fully executed or otherwise;
(iv) In addition any information about third party partners, customers, advertisers, or other client lists; and
(v) Any and all communications between the Owner, Affiliates and the Recipient.
(c) For purposes of this Agreement, the term “Recipient” shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term “Representative” shall include Recipient’s directors, officers, employees, agents, and financial, legal, and other advisors.
Confidential Information does not include information that Recipient can demonstrate:
(a) Was in Recipient’s possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner;
(b) Is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public;
(c) Is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or
(d) Is independently developed by Recipient without use of or reference to the Confidential Information.
- 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 [NUMBER] ([##]) 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 [NUMBER] ([##]) days thereafter.
The obligations of Recipient herein shall be effective [NON-DISCLOSURE PERIOD] from the date Owner last discloses any Confidential Information to Recipient 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.
Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Sections 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys’ fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives.
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