Startup Confidentiality Agreement Form

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This Confidentiality Agreement (the "Agreement") is entered into on this Date by and between:

Disclosing Party

Receiving Party

I. Definition of Confidential Information

Confidential Information refers to all proprietary or non-public information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally, or through any other form of communication, including but not limited to business plans, financial data, technical details, intellectual property, and other business-related information.

II. Obligations of the Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information and exercise the same level of care in protecting it as they would with their own proprietary information, but no less than reasonable care.

• Not disclose, share, or make Confidential Information available to any third party without the prior written consent of the Disclosing Party.

III. Exceptions to Confidentiality

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party.

• Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.

IV. Duration of Confidentiality

The Receiving Party’s duty to protect Confidential Information remains effective from the date of disclosure and continues for a period of [two (2) years] from the date of this Agreement, unless terminated earlier by the Disclosing Party in writing.

V. Return or Destruction of Materials

Upon request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies or reproductions.

VI. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding Confidential Information and supersedes any prior or contemporaneous discussions, agreements, or representations.

VII. Signatures

Disclosing Party Receiving Party

Name: Name:

Date: Date:

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