Professional Confidentiality Agreement
This Professional Confidentiality Agreement (the "Agreement") is entered into on this 9th day of December 2050, by and between [Your Company Name], a company duly organized and existing under the laws of the State of Arizona, with its principal office located at [Your Company Address] (hereinafter referred to as the "Disclosing Party"), and Macey Erdman, representing BrassFox, with an address at Peoria, AZ 85345 (hereinafter referred to as the "Receiving Party").
This Agreement establishes the terms under which the Receiving Party agrees to protect the confidentiality of certain information provided by the Disclosing Party.
I. Definition of Confidential Information
Confidential Information refers to all information disclosed by the Disclosing Party to the Receiving Party, whether written, verbal, electronic, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. This includes but is not limited to:
Business plans, strategies, and market data.
Financial information, budgets, and forecasts.
Technical data, designs, and proprietary processes.
Customer and supplier lists.
Trade secrets and intellectual property.
II. Obligations of the Receiving Party
Non-Disclosure
The Receiving Party agrees to:
Maintain the Confidential Information in strict confidence.
Not disclose the Confidential Information to any third party without prior written consent from the Disclosing Party.
Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning a potential business relationship with the Disclosing Party.
Safeguarding Confidential Information
The Receiving Party shall implement reasonable security measures to prevent unauthorized access, disclosure, or misuse of the Confidential Information.
III. Exceptions to Confidentiality
Confidential Information does not include information that:
Is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party.
Was already in the Receiving Party's possession prior to disclosure by the Disclosing Party.
Is disclosed to the Receiving Party by a third party without restriction.
Is independently developed by the Receiving Party without reliance on the Disclosing Party's information.
Must be disclosed under applicable law or court order, provided the Receiving Party promptly notifies the Disclosing Party to seek protective measures.
IV. Term of Agreement
This Agreement shall remain in effect for a period of three (3) years from the date of disclosure of the Confidential Information unless terminated earlier by mutual agreement of the parties.
V. Return or Destruction of Confidential Information
Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including notes, summaries, and analyses derived from it. The Receiving Party shall confirm in writing that such return or destruction has occurred.
VI. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
VII. Remedies
The Receiving Party acknowledges that any breach of this Agreement may result in irreparable harm to the Disclosing Party. Therefore, the Disclosing Party shall have the right to seek injunctive relief in addition to any other remedies available at law or equity.
VIII. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.
IX. Amendments
This Agreement may only be amended in writing, signed by both parties.
X. Signatures
This Agreement is executed and agreed to by the undersigned parties:
For the Disclosing Party:
[Your Name]
[Your Company Name]
Date: December 9, 2050
For the Receiving Party:
Macey Erdman
BrassFox
Date: December 9, 2050
For any questions or clarifications regarding this Agreement, please contact [Your Name] at [Your Email] or [Your Company Email].
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