Startup Confidentiality Agreement
In the interest of fostering a professional and secure environment for our business discussions, [Your Company Name] and [Recipient's Name] have agreed to formalize our commitment to confidentiality through this agreement. This document ensures the protection of sensitive information exchanged during our potential collaboration, reflecting our shared dedication to professionalism and discretion.
[Your Company Name]
[Your Company Address]
[Your Company Email]
and
[Recipient's Name]
[Recipient's Address]
[Recipient's Email]
(collectively referred to as the "Parties").
I. Purpose
The Parties wish to engage in discussions related to a potential business relationship. In connection with these discussions, the Parties may disclose Confidential Information (defined below) to each other. To protect the confidentiality of such information, the Parties agree to the terms and conditions set forth in this Agreement.
II. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall mean any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, 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. Confidential Information may include, but is not limited to, business plans, financial information, customer lists, product information, technology, and any other proprietary information.
III. Non-Disclosure and Non-Use Obligations
Protection of Confidential Information: The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such information from disclosure to any third party.
Use of Confidential Information: The Receiving Party agrees not to use the Confidential Information for any purpose other than the purposes of evaluating and engaging in discussions concerning the potential business relationship between the Parties.
Limited Access: The Receiving Party shall restrict access to the Confidential Information to those of its employees, contractors, or agents who have a need to know such information for the purposes set forth in this Agreement.
Exceptions: The obligations of confidentiality and non-use shall not apply to any information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.
IV. Term and Termination
This Agreement shall commence on the Effective Date and shall continue in effect until [Termination Date] or until terminated by either Party upon [Number of Days] days' written notice to the other Party. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party and certify in writing to the Disclosing Party that such information has been returned or destroyed.
V. Miscellaneous
No License: Nothing in this Agreement shall be construed as granting any rights to the Receiving Party by license or otherwise, expressly or implicitly, to any Confidential Information disclosed under this Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction].
Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[Your Company Name]
By:________________________
[Your Name], [Your Title]
Date:
[Recipient's Name]
By:________________________
[Recipient's Name], [Recipient's Title]
Date:
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