Confidentiality Agreement Similar to an NDA but broader, covering a wider range of confidential information.
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").
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.
2.1. 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.
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.
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.
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.
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.
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.
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.
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.
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].
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.
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.
This Agreement may be amended or modified only by a written instrument executed by both Parties.
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.
Name: Janice Parker
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