One-way confidentiality agreement protecting your information
Effective Date: {{EFFECTIVE_DATE}} Disclosing Party: {{DISCLOSING_PARTY_NAME}}, a {{DISCLOSING_PARTY_ENTITY_TYPE}} ("Disclosing Party") Receiving Party: {{RECEIVING_PARTY_NAME}}, a {{RECEIVING_PARTY_ENTITY_TYPE}} ("Receiving Party")
The parties desire to explore a potential business relationship or transaction (the "Purpose"), and in connection therewith, Disclosing Party may disclose certain proprietary and confidential information to Receiving Party. This Agreement governs Receiving Party's obligations with respect to such information.
2.1 "Confidential Information" means any information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or in any other form, that is: (a) designated as "Confidential," "Proprietary," or with a similar legend; or (b) of a nature that a reasonable person would understand to be confidential given the circumstances of disclosure. Confidential Information includes, without limitation: trade secrets; business plans and strategies; financial data and projections; customer lists and contact information; technical specifications, designs, and algorithms; software source code and documentation; marketing and product development plans; and pricing and cost information.
2.2 Confidential Information does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was already known to Receiving Party at the time of disclosure, without restriction, as evidenced by written records predating disclosure; (c) is rightfully received by Receiving Party from a third party without restriction on disclosure; (d) is independently developed by Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or (e) is required to be disclosed by applicable law, regulation, or court order, provided that Receiving Party: (i) gives Disclosing Party prompt prior written notice of such requirement; (ii) cooperates with Disclosing Party in seeking a protective order or other appropriate relief; and (iii) discloses only that portion of the Confidential Information that is legally required to be disclosed.
3.1 Receiving Party shall: (a) hold the Confidential Information in strict confidence and protect it using at least the same standard of care Receiving Party uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose or reveal the Confidential Information to any third party without the prior written consent of Disclosing Party; (c) use the Confidential Information solely for the Purpose; and (d) promptly notify Disclosing Party of any unauthorized disclosure or use of Confidential Information of which Receiving Party becomes aware.
3.2 Receiving Party may disclose Confidential Information to its employees, officers, directors, advisors, attorneys, accountants, and contractors ("Representatives") who have a need to know such information for the Purpose, provided that: (a) such Representatives are bound by obligations of confidentiality no less protective than those in this Agreement; and (b) Receiving Party remains responsible for any breach of this Agreement by its Representatives.
3.3 Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible items incorporating Confidential Information provided to Receiving Party.
Nothing in this Agreement grants Receiving Party any right, title, interest, or license in or to the Confidential Information or any intellectual property of Disclosing Party. All Confidential Information remains the exclusive property of Disclosing Party. Receiving Party acquires no rights in the Confidential Information other than the limited right to use it for the Purpose as described herein.
5.1 Upon Disclosing Party's written request, or upon the expiration or earlier termination of this Agreement, Receiving Party shall promptly, at Disclosing Party's option: (a) return to Disclosing Party all tangible materials containing or reflecting Confidential Information, including all copies, summaries, notes, and extracts; or (b) certify in writing that all such materials have been permanently destroyed.
5.2 Receiving Party may retain one archival copy of Confidential Information to the extent required by applicable law or regulation, subject to the continuing confidentiality obligations of this Agreement.
6.1 This Agreement shall commence on the Effective Date and continue for a period of {{AGREEMENT_TERM_YEARS}} years, unless earlier terminated by Disclosing Party upon written notice to Receiving Party.
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