Startup Confidentiality and Non-Compete Contract

Startup Confidentiality and Non-Compete Contract

This Confidentiality and Non-Compete Contract ("Contract") is made effective as of [Date], by and between [Your Company Name], a corporation organized and existing under the laws of [Your Company Address], with its head office located at: [Your Company Address] ("Disclosing Party"), and [Your Client Name], residing at [Your Client Address] ("Receiving Party").

WHEREAS, the Disclosing Party possesses certain ideas and information relating to [Product / Event Name] that is confidential and proprietary to the Disclosing Party ("Confidential Information");

AND WHEREAS, the Disclosing Party desires to protect this Confidential Information from unauthorized disclosure and use;

AND WHEREAS, the Receiving Party is willing to receive and use the Confidential Information only for the purposes intended by the Disclosing Party, subject to the terms and conditions of this Contract;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definition of Confidential Information

For purposes of this Contract, "Confidential Information" includes, but is not limited to, any and all data, documents, software, patents, business plans, strategies, customer lists, financial information, or other material that is given to the Receiving Party by the Disclosing Party, which is not publicly known and is made available to the Receiving Party in reliance on this Contract's protection of confidentiality.

2. Non-Disclosure of Confidential Information

The Receiving Party covenants that all Confidential Information received from the Disclosing Party will be used solely for the purpose of evaluating and engaging in discussions regarding a potential business relationship with the Disclosing Party. The Receiving Party acknowledges that the Confidential Information is of significant value to the Disclosing Party, and that any breach of this section may result in irreparable harm for which damages alone may not be a sufficient remedy.

The Receiving Party further agrees to:

  • Limit Access: Restrict access to the Confidential Information to its employees, agents, or consultants who have a need to know such information in connection with the potential business relationship and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

  • Protection of Confidentiality: Take all reasonable precautions to protect the confidentiality of the Confidential Information, including at least those measures it takes to protect its own most sensitive information.

  • Avoid Unauthorized Use: Not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Disclosing Party or beneficial to the Receiving Party or any third party, except as explicitly permitted herein.

  • Report Unauthorized Use: Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

3. Non-Compete Clause

For the duration of this Contract and for a period of [Insert Period] after its termination, the Receiving Party agrees not to engage, directly or indirectly, in any business that competes with the business of the Disclosing Party. This includes, but is not limited to:

  • Starting a New Business: Forming, operating, joining, or participating in any capacity with a competing business entity.

  • Investing in Competing Businesses: Investing in any business that competes with the Disclosing Party, except for passive investments in publicly traded companies where the Receiving Party owns less than a [Insert Threshold]% interest.

  • Solicitation of Clients or Employees: Soliciting any client, customer, or business of the Disclosing Party, or hiring any employee of the Disclosing Party involved in the development, marketing, or sale of the Confidential Information.

The Receiving Party acknowledges that this non-compete clause is reasonable in terms of duration, geographical area, and scope of restricted activities, considering the nature of the business protected and the Receiving Party's role in that business.

4. Return of Confidential Information

Upon the termination of this Contract, or at the Disclosing Party's request at any earlier date, the Receiving Party shall:

  • Return or Destruction: Promptly return to the Disclosing Party all documents, notes, and other tangible materials representing the Confidential Information and all copies thereof, or destroy all such materials and certify in writing to the Disclosing Party that such destruction has occurred.

  • Digital Information: Delete all digital copies of Confidential Information from its electronic devices, servers, and media, except for copies that are part of an archived electronic backup system used in the ordinary course of business, which shall be destroyed upon the routine deletion cycle of the backup system.

  • Continued Confidentiality: Continue to be bound by the confidentiality obligations with respect to any Confidential Information that may remain in its possession or control after such return or destruction.

The obligations under this section will be carried out at the Receiving Party's expense and in a manner that ensures the continued confidentiality of the Confidential Information.

5. Term and Termination

This Contract becomes effective as of the Effective Date and will remain in full force and effect until terminated. Either party may terminate this Contract for any reason upon providing [Insert number of days, e.g., 30] days' written notice to the other party. In addition to termination by notice, this Contract may be terminated under the following conditions:

  • Breach of Contract: Upon any material breach of this Contract by either party, the non-breaching party may terminate this Contract immediately upon written notice to the breaching party, provided that the breaching party has not cured such breach within [Insert number of days, e.g., 15] days after receiving written notice of the breach.

  • Insolvency: Immediately by either party, if the other party becomes insolvent, files for any form of bankruptcy, makes a general assignment for the benefit of creditors, or is unable to pay its debts as they become due.

  • Mutual Agreement: At any time, by mutual written agreement of both parties.

Upon termination of this Contract, all rights and obligations of the parties under this Contract will cease, except that the obligations contained in Sections 2 (Non-Disclosure of Confidential Information), 3 (Non-Compete Clause), and 4 (Return of Confidential Information) will survive termination of this Contract.

6. Miscellaneous

6.1. Entire Agreement

This Contract represents the complete agreement between the parties concerning the subject matter herein and supersedes all previous agreements, whether written or oral, between the parties with respect to the subject matter of this Contract. No other agreements, representations, warranties, or other matters, oral or written, purportedly agreed to or represented by or on behalf of the Disclosing Party by any of its employees or agents, or contained in any sales material or brochures, shall be deemed to bind the parties with respect to the subject matter of this Contract.

6.2. Amendment and Waiver

No amendment, modification, or waiver of any provision of this Contract shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Contract shall not operate or be construed as a waiver of any subsequent breach.

6.3. Severability

If any provision of this Contract is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Contract will remain in full force and effect.

6.4. Notices

All notices, requests, demands, and other communications under this Contract shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: [Insert Notice Addresses for both parties].

6.5. Assignment

Neither party may assign this Contract or any of its rights or obligations hereunder without the prior written consent of the other party, except that a party may assign this Contract without the other party's consent to a successor to substantially all of its business or assets to which this Contract relates.

7. Governing Law

This Contract shall be governed by and construed in accordance with the laws of [Your Company Address], without giving effect to any choice or conflict of law provision or rule.

IN WITNESS WHEREOF, the parties have executed this Contract as of the Effective Date.

[Your Company Name]

By: [Your Name]

Title: [Your Job Title]

Date: [Date]

[Your Client Name]

By: [Your Client Representative]

Title: [Job Title]

Date: [Date]

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