Legal Confidentiality Agreement

I. Introduction

A. Purpose

This Confidentiality Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between [Your Company Name], a [State] Corporation with its principal place of business at [Your Address] (“Disclosing Party”), and [Recipient’s Company Name], a [State] Corporation with its principal place of business at [Recipient’s Address] (“Receiving Party”). This Agreement governs the exchange of confidential information between the parties and ensures that such information remains protected.

B. Definitions

Confidential Information: For purposes of this Agreement, “Confidential Information” includes all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party that is marked or identified as confidential or proprietary, or that should reasonably be understood by the Receiving Party as confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, financial information, trade secrets, technical data, and proprietary information.
Disclosing Party: The party that discloses Confidential Information to the Receiving Party.
Receiving Party: The party that receives Confidential Information from the Disclosing Party.

II. Confidentiality Obligations

A. Non-Disclosure

The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to take all reasonable steps to protect such information from unauthorized disclosure. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as provided in this Agreement.
The Receiving Party may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis, provided that such individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

B. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or performing obligations under the potential or existing business relationship between the parties.
The Receiving Party shall not use the Confidential Information for any other purpose, including for its own benefit or for the benefit of any third party, without the prior written consent of the Disclosing Party.

III. Exclusions from Confidential Information

A. Information Not Considered Confidential

Confidential Information does not include information that:

Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
Was in the Receiving Party’s possession prior to receipt from the Disclosing Party without any confidentiality obligation;
Is received by the Receiving Party from a third party without breach of any confidentiality obligation; or
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

B. Disclosure Required by Law

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall promptly notify the Disclosing Party of such requirement and cooperate with the Disclosing Party to seek an appropriate protective order or other remedy.

IV. Term and Termination

A. Term

This Agreement shall commence on the Effective Date and continue in effect until terminated by either party with thirty (30) days’ written notice.

B. Return or Destruction of Confidential Information

Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, summaries, and notes. The Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.

V. Miscellaneous

A. No License

Nothing in this Agreement shall be construed as granting any license or right to any patent, trademark, copyright, or other intellectual property right of the Disclosing Party.

B. No Obligation to Proceed

Nothing in this Agreement obligates either party to enter into any further agreements or business relationship. This Agreement does not create any obligation to disclose Confidential Information or to negotiate or enter into any further agreement.

C. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

D. Entire Agreement

This Agreement constitutes the entire 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.

E. Amendments

This Agreement may be amended or modified only by a written instrument executed by both parties.

F. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent of the parties.

G. Waiver

The waiver of any breach or default of this Agreement shall not be construed as a waiver of any subsequent breach or default.

H. Notices

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by email to the addresses set forth above or to such other address as either party may designate in writing.

VI. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the date first above written.

[Your Company Name]

Name: [Your Name]
Title: [Your Title]
Date: [Date]

[Recipient’s Company Name]

Name: [Recipient’s Name]
Title: [Recipient’s Title]
Date: [Date]