What is a Confidentiality Agreement?

Standard confidentiality agreement (NDA) template for protecting sensitive business information, trade secrets, and proprietary data. Covers mutual and one-way disclosure, permitted uses, exclusions, and remedies for unauthorized disclosure.

What should a Confidentiality Agreement include?

Definition of Confidential Information, Obligations of Receiving Party, Exclusions from Confidentiality, Term and Duration, Permitted Disclosures, Remedies and Enforcement.

When do I need a Confidentiality Agreement?

Sharing business plans or proprietary information with potential partners or investors. Hiring employees or contractors who will access sensitive company data. Entering negotiations where trade secrets or financial details will be disclosed. Protecting intellectual property during collaboration or joint ventures. Establishing mutual confidentiality before mergers, acquisitions, or due diligence.

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement ("Agreement") is entered into as of [Date], by and between:

Disclosing Party: [Company/Individual Name] Address: [Address]

Receiving Party: [Company/Individual Name] Address: [Address]

(collectively, the "Parties")

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information; and

WHEREAS, the Receiving Party desires to receive certain confidential information for the purpose of [Purpose of Disclosure] (the "Purpose");

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by inspection, including but not limited to:

Trade secrets, inventions, and intellectual property
Business plans, strategies, and financial information
Customer and supplier lists and data
Technical data, designs, and specifications
Software, source code, and algorithms
Marketing plans and pricing information
Employee information and organizational structure
Any information marked or designated as "Confidential" or "Proprietary"

2. EXCLUSIONS

Confidential Information does not include information that:

a) Is or becomes publicly available through no fault of the Receiving Party b) Was known to the Receiving Party prior to disclosure, as evidenced by written records c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information d) Is rightfully received from a third party without restriction on disclosure e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

3.1 Non-Disclosure

Not disclose any Confidential Information to any third party without prior written consent
Limit disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than this Agreement

3.2 Non-Use

Use the Confidential Information solely for the Purpose
Not use the Confidential Information for any competitive or commercial advantage

3.3 Protection

Protect the Confidential Information using the same degree of care as it uses for its own confidential information, but in no event less than reasonable care
Implement appropriate physical, electronic, and procedural safeguards

4. TERM AND DURATION

4.1 Agreement Term

This Agreement shall remain in effect for a period of [Number] years from the date of execution, unless earlier terminated by either Party with [30] days' written notice.

4.2 Survival

The confidentiality obligations herein shall survive termination of this Agreement for a period of [Number] years following termination.

5. RETURN OF MATERIALS

Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall:

Promptly return or destroy all Confidential Information and any copies thereof
Certify in writing that all Confidential Information has been returned or destroyed
Delete all electronic copies from its systems, to the extent reasonably practicable

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. NO LICENSE

Nothing in this Agreement grants the Receiving Party any license or rights to the Confidential Information, except the limited right to use it for the Purpose as set forth herein.

8. NO WARRANTY

The Confidential Information is provided "as is." The Disclosing Party makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Confidential Information.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendments must be in writing and signed by both Parties.

11. SEVERABILITY

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

SIGNATURES

Disclosing Party:

Signature: _________________________ Date: _____________

Printed Name: _________________________

Title: _________________________

Receiving Party: