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Confidentiality Agreement sample


What is Confidentiality Agreement?

Confidentiality Agreement Similar to an NDA but broader, covering a wider range of confidential information.



Sample template:



CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the "Agreement") is entered into as of the date of last signature below (the "Effective Date"), by and between Homenick Inc., a company organized under the laws of the United States, with its principal place of business at [Address] ("Disclosing Party"), and Janice Parker, an individual residing at [Address] ("Receiving Party") (collectively, the "Parties").



1. PURPOSE OF THE AGREEMENT

The Parties desire to engage in discussions and exchange information regarding a potential business relationship. In connection with these discussions, Disclosing Party may disclose to Receiving Party certain Confidential Information (as defined below), and Receiving Party agrees to the terms and conditions of this Agreement in connection with its receipt and treatment of such information.



2. DEFINITION OF CONFIDENTIAL INFORMATION

2.1. Confidential Information


For purposes of this Agreement, "Confidential Information" shall mean any non-public, proprietary, confidential, or trade secret information, disclosed by Disclosing Party to Receiving Party, whether in oral, written, electronic, or other form, and regardless of the manner in which it is furnished, which is (a) marked as "confidential" or "proprietary," (b) reasonably understood to be confidential given the nature of the information and the circumstances of disclosure, or (c) specifically identified as confidential in this Agreement.



2.2. Exclusions


Confidential Information shall not include information that Receiving Party can demonstrate: (a) was already known to Receiving Party at the time of disclosure, without an obligation of confidentiality; (b) was or becomes publicly available through no wrongful act, omission, or breach of this Agreement by Receiving Party; (c) was received from a third party without any restrictions on its use or disclosure; or (d) was independently developed by Receiving Party without reference to or use of Disclosing Party's Confidential Information.



3. OBLIGATIONS OF RECEIVING PARTY

3.1. Nondisclosure


Receiving Party shall maintain the Confidential Information in confidence, and shall not, without the prior written consent of Disclosing Party, disclose, copy, reproduce, distribute, transmit, or otherwise disseminate any Confidential Information to any third party, except as may be necessary for the sole purpose of evaluating the potential business relationship between the Parties.



3.2. Non-Use


Receiving Party shall not use, whether directly or indirectly, the Confidential Information for any purpose other than the purpose for which it was disclosed, nor shall Receiving Party use or attempt to use the Confidential Information to compete with or otherwise harm the Disclosing Party or its business.



3.3. Protection


Receiving Party shall take the same precautions to protect the confidentiality of the Confidential Information as it takes to protect its own confidential information of a similar nature, but in any event, not less than a reasonable degree of care.



4. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the written request of Disclosing Party, or upon termination of the business relationship between the Parties, Receiving Party shall promptly return or, at Disclosing Party's option, destroy all Confidential Information in its possession or control, including any copies, reproductions, or other embodiments thereof, and shall certify in writing that it has completed the aforementioned actions.



5. DURATION OF CONFIDENTIALITY

Receiving Party's obligations under this Agreement with respect to the Confidential Information shall continue for a period of five (5) years from the date of disclosure of such Confidential Information.



6. NO LICENSE OR TRANSFER OF RIGHTS

Nothing in this Agreement shall be construed as granting, either directly or indirectly, any rights, licenses, or interests in or to the Confidential Information, except for the limited rights to use the Confidential Information solely for the purpose contemplated in this Agreement.



7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of laws principles. In the event of any dispute arising out of or relating to this Agreement, the Parties agree to submit to the exclusive jurisdiction and venue of the United States District Court for the [district], or if that court lacks subject matter jurisdiction, to the courts of the State of [state].



8. DISPUTE RESOLUTION

Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be [city, state]. Judgment on the award may be entered in any court having jurisdiction.



9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, arrangements, representations, and warranties, whether oral or written, relating to the subject matter hereof.



10. AMENDMENTS

This Agreement may be amended or modified only by a written instrument executed by both Parties.



11. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such determination shall not affect the validity or enforceability of any other provision of this Agreement, and the remaining provisions shall continue in full force and effect.



IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the Effective Date.



Homenick Inc.


By: ___________________________________


Name: ___________________________________


Title: ___________________________________


Date: ____________________________________



Janice Parker


By: ___________________________________


Name: Janice Parker


Date: ____________________________________

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Common Sections of a Confidentiality Agreement


In this Confidentiality Agreement, you will see the following sections:

  1. Purpose of the Agreement
  2. Definition of Confidential Information
  3. Obligations of Receiving Party
  4. Return or Destruction of Confidential Information
  5. Duration of Confidentiality
  6. No License or Transfer of Rights
  7. Governing Law and Jurisdiction
  8. Dispute Resolution
  9. Entire Agreement
  10. Amendments
  11. Severability


Analysis/Summary of each section

  1. Purpose of the Agreement : This section explains that the parties want to discuss and share information about a potential business relationship. The Disclosing Party will share confidential information with the Receiving Party, who agrees to follow the rules in this agreement.

  2. Definition of Confidential Information : This section defines what is considered "Confidential Information" and what is not. Confidential Information includes non-public, proprietary, or trade secret information shared by the Disclosing Party. It also lists exceptions, such as information that was already known or publicly available.

  3. Obligations of Receiving Party : This section outlines the Receiving Party's responsibilities, including not disclosing or using the Confidential Information for any purpose other than the intended purpose. The Receiving Party must also protect the information with reasonable care.

  4. Return or Destruction of Confidential Information : This section states that the Receiving Party must return or destroy the Confidential Information upon request or when the business relationship ends. They must also certify in writing that they have done so.

  5. Duration of Confidentiality : This section specifies that the Receiving Party's obligations to keep the information confidential will last for five years from the date of disclosure.

  6. No License or Transfer of Rights : This section clarifies that the agreement does not grant any rights, licenses, or interests in the Confidential Information, except for the limited right to use it for the intended purpose.

  7. Governing Law and Jurisdiction : This section states that the agreement is governed by the laws of the United States and that any disputes will be resolved in specific courts.

  8. Dispute Resolution : This section outlines the process for resolving disputes through arbitration, including the number of arbitrators, the location of arbitration, and the rules that will be followed.

  9. Entire Agreement : This section states that this agreement is the complete agreement between the parties and supersedes any previous agreements or understandings related to the subject matter.

  10. Amendments : This section explains that any changes to the agreement must be made in writing and signed by both parties.

  11. Severability : This section states that if any part of the agreement is found to be invalid or unenforceable, the rest of the agreement will still remain in effect.

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