Confidentiality Agreement Form

I. The Parties

This Confidentiality Agreement ("Agreement") is entered into as of Month Day, Yearby and between [Your Company Name]with a primary place of business at [Your Company Address] ("Disclosing Party"), and Receiving Party Name with a primary place of business at Receiving Party Address ("Receiving Party"). The Disclosing Party and Receiving Party may collectively be referred to as the ("Parties") or individually as a ("Party").

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information that it desires to disclose to the Receiving Party for the purpose of potential business relationship or for other related purposes.

WHEREAS, the Receiving Party agrees to receive such confidential information under the terms and conditions set forth in this Agreement.

WHEREAS, both Parties agree that the confidential information shared under this Agreement is vital to their respective businesses and shall remain strictly confidential and protected.

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

II. Confidential Information

The term "Confidential Information" shall include any data, materials, documents, or any other information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means. This may include but is not limited to business plans, marketing strategies, financial data, technical data, customer lists, or any proprietary knowledge.

Confidential Information also includes any analyses, compilations, notes, or other documents prepared by the Receiving Party that contain or are based upon any Confidential Information disclosed by the Disclosing Party. The Receiving Party agrees to handle all such information with the highest degree of care.

Confidential Information does not include information that is or becomes publicly known through no wrongful act or breach of this Agreement by the Receiving Party, or that is received by the Receiving Party from a third party without any obligation of confidentiality.

III. Protection of Confidential Information

The Receiving Party agrees to restrict disclosure of the Confidential Information to only those employees, agents, or contractors who have a need to know and are bound by obligations of confidentiality no less stringent than those set forth in this Agreement. The Receiving Party shall ensure that such individuals understand the confidential nature of the information and comply with the terms of this Agreement.

The Receiving Party shall not, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information for any purpose other than the specific purposes set forth in this Agreement. Any unauthorized use or disclosure may result in irreparable harm to the Disclosing Party, for which monetary damages may not be a sufficient remedy.

In the event of any unauthorized disclosure or use of Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable steps necessary to mitigate any damage resulting from such disclosure.

IV. Notification

The Receiving Party shall immediately notify the Disclosing Party in writing of any actual or suspected breach of this Agreement, including any unauthorized disclosure or misuse of the Confidential Information. This notification shall include a detailed description of the incident, the nature of the Confidential Information involved, and the steps the Receiving Party has taken or plans to take to address the breach and prevent any further unauthorized use or disclosure. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or action relating to such breach and shall bear the costs associated with rectifying the breach.

V. Term

This Agreement shall commence on Month Day, Year and continue until terminated by either Party upon No. of Days days written notice to the other Party. Notwithstanding such termination, the obligations of confidentiality under this Agreement shall survive for a period of Duration following the termination date. The Receiving Party shall continue to protect the Confidential Information in accordance with this Agreement during this period.

VI. Return of Confidential Information

Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents or materials containing Confidential Information, including any copies thereof. The Receiving Party shall certify in writing that all such materials have been returned or destroyed and that no copies or summaries have been retained.

VII. Amendment

Any amendment or modification of this Agreement must be made in writing and signed by both Parties to be effective. No oral modifications or agreements will be binding unless they are documented in a written agreement duly executed by both Parties. Each Party agrees that no terms or conditions other than those expressly set forth in this Agreement shall be binding, unless agreed to in writing. The Parties understand that any amendments to this Agreement will be considered part of the Agreement and enforceable as if they were included in the original document.

VIII. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall continue in full force and effect. The Parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that reflects the original intent. The invalidity of a provision does not affect the enforceability of the entire Agreement.

IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State Name, without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in State Name, and the Parties hereby consent to the jurisdiction and venue of such courts.

X. Signatures

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

Disclosing Party Name: Date:

Receiving Party Name: Date:

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