Free Legal Contract Confidential Disclosure Agreement Template
LEGAL CONTRACT CONFIDENTIAL DISCLOSURE AGREEMENT
This Confidential Disclosure Agreement ("Agreement") is entered into on [Date], between [Your Company Name], a company registered under the laws of [Your Jurisdiction], having its principal place of business at [Your Address] ("Disclosing Party"), and [Recipient's Name], residing at [Recipient's Address] ("Recipient").
1. Purpose
The purpose of this Agreement is to protect the confidentiality of certain proprietary and confidential information ("Confidential Information") disclosed by the Disclosing Party to the Recipient in connection with discussions regarding a potential business partnership, collaboration, or any other mutually agreed-upon purpose.
2. Definition of Confidential Information
Confidential Information shall include any information disclosed by the Disclosing Party to the Recipient, either orally or in writing, that is marked 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, technical data, trade secrets, know-how, business strategies, financial information, customer lists, and any other proprietary information.
3. Obligations of Recipient
The Recipient agrees to:
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Maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
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Not disclose, divulge, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.
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Use the Confidential Information solely for the purpose stated in this Agreement and refrain from using it for any other purpose without the express written consent of the Disclosing Party.
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Limit access to the Confidential Information to those of its employees, contractors, or agents who have a need to know such information for the purpose stated in this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
4. Exclusions
The obligations of confidentiality set forth in this Agreement shall not apply to any information that:
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Was already in the possession of the Recipient without an obligation of confidentiality prior to its disclosure by the Disclosing Party.
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Is or becomes publicly available through no fault of the Recipient.
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Is rightfully received by the Recipient from a third party without a duty of confidentiality.
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Is independently developed by the Recipient without reference to or use of the Confidential Information.
5. Term and Termination
This Agreement shall become effective as of the date first written above and shall remain in effect for a period of [Duration] from the date of its execution, unless terminated earlier by mutual agreement of the parties or as provided herein.
6. Remedies
Recipient acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may not be a sufficient remedy. In such case, the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflicts of laws principles.
8. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Your Company Name]
By: [Authorized Signatory Name]
[Recipient's Name]
By: [Recipient's Signature]
Date: [Date]
