Confidentiality Agreement Template: Scope and Exceptions

CONFIDENTIALITY AGREEMENT TEMPLATE

This Confidentiality Agreement (“Agreement”) is made and entered into on [Date], by and between:

Disclosing Party: [Full Name / Company Name]

Address: [Disclosing Party’s Address]

Email: [Disclosing Party’s Email]

Phone: [Disclosing Party’s Phone]

and

Receiving Party: [Full Name / Company Name]

Address: [Receiving Party’s Address]

Email: [Receiving Party’s Email]

Phone: [Receiving Party’s Phone]

Together referred to as the “Parties.”

1. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any non-public, proprietary, or sensitive information disclosed by the Disclosing Party, whether oral, written, electronic, or otherwise, including but not limited to:

• Business strategies, marketing plans, and financial information

• Trade secrets, technical data, research, and know-how

• Client lists, supplier details, and contracts

• Intellectual property, designs, and product development information

Business strategies, marketing plans, and financial information

Trade secrets, technical data, research, and know-how

Client lists, supplier details, and contracts

Intellectual property, designs, and product development information

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of the Confidential Information with at least the same degree of care as it uses for its own confidential data, but in no event less than reasonable care.

• Not disclose any Confidential Information to third parties without prior written consent of the Disclosing Party.

• Use the Confidential Information solely for the purpose of [state purpose, e.g., evaluating a potential business relationship].

Maintain the confidentiality of the Confidential Information with at least the same degree of care as it uses for its own confidential data, but in no event less than reasonable care.

Not disclose any Confidential Information to third parties without prior written consent of the Disclosing Party.

Use the Confidential Information solely for the purpose of [state purpose, e.g., evaluating a potential business relationship].

3. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly available through no breach of this Agreement;

• Is already lawfully known to the Receiving Party prior to disclosure;

• Is independently developed by the Receiving Party without reference to the Confidential Information;

• Is required to be disclosed by law or court order, provided that the Receiving Party promptly notifies the Disclosing Party.

Is or becomes publicly available through no breach of this Agreement;

Is already lawfully known to the Receiving Party prior to disclosure;

Is independently developed by the Receiving Party without reference to the Confidential Information;

Is required to be disclosed by law or court order, provided that the Receiving Party promptly notifies the Disclosing Party.

4. Term

The obligations of confidentiality shall remain in effect for [X years] from the date of disclosure or until the Confidential Information ceases to qualify as confidential under applicable law.

5. Return or Destruction of Materials

Upon request, the Receiving Party shall return or destroy all Confidential Information, including copies, summaries, or analyses, within [X days].

6. Remedies

The Parties acknowledge that breach of this Agreement may cause irreparable harm. In addition to legal remedies, the Disclosing Party shall be entitled to seek injunctive relief to enforce this Agreement.

7. Governing Law

This Agreement shall be governed by the laws of [State/Country], without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior agreements, whether written or oral.

Signatures:

Disclosing Party: ___________________________ Date: ___________

Receiving Party: ___________________________ Date: ___________