Sample Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is entered into as of the 3rd day of January 2050, by and between [Your Company Name], a company duly organized and existing under the laws of the state of Washington, with its principal place of business located at [Your Company Address] (hereinafter referred to as "Disclosing Party"), and Sigmund Corwin, an individual residing at Seattle, WA 98101 (hereinafter referred to as "Receiving Party"). The Disclosing Party and the Receiving Party may collectively be referred to as "Parties" or individually as a "Party."

I. Purpose

The purpose of this Agreement is to ensure the protection of confidential and proprietary information that may be disclosed by the Disclosing Party to the Receiving Party in connection with business discussions and potential business relationships.

II. Definition of Confidential Information

Confidential Information means any and all information, in whatever form or medium, disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or proprietary, or that a reasonable person would recognize as confidential given the nature of the information or the circumstances surrounding its disclosure. Such information may include, but is not limited to:

Business strategies
Financial data
Marketing plans
Customer lists
Proprietary software or technology
Trade secrets
Any other information the Disclosing Party deems confidential

III. Obligations of the Receiving Party

The Receiving Party agrees to:

Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
Use the Confidential Information solely for the purpose described in this Agreement.
Take all necessary precautions to protect the confidentiality of the Confidential Information, including but not limited to implementing reasonable physical, technical, and organizational measures.
Notify the Disclosing Party immediately upon discovering any unauthorized use or disclosure of the Confidential Information.

IV. Exclusions from Confidential Information

Confidential Information does not include any information that:

Is or becomes publicly available without breach of this Agreement by the Receiving Party.
Was lawfully obtained by the Receiving Party from a third party without an obligation of confidentiality.
Was independently developed by the Receiving Party without reference to the Confidential Information.

V. Term of Confidentiality

The obligations of confidentiality set forth in this Agreement shall remain in effect for a period of five (5) years following the date of disclosure of the Confidential Information, unless a longer period is specified in writing by the Disclosing Party.

VI. Return or Destruction of Confidential Information

Upon the termination of any business relationship between the Parties or upon the Disclosing Party's request, the Receiving Party agrees to return or destroy all Confidential Information in their possession, including all copies, summaries, or other reproductions thereof.

VII. Governing Law

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

VIII. No License

Nothing in this Agreement grants the Receiving Party any right, title, or interest in or to the Confidential Information, except for the limited right to use such information as specified herein.