This required section requests information regarding the parties to the Confidentiality Agreement and the reason(s) why the Agreement is being made. Press [Ctrl+F1] for more information.
This required section explains what the parties mean by the use of the term "Confidential Information". Press [Ctrl+F1] for more information.
This required section explains the Recipient's obligation to protect the information from possible disclosure to third parties. Press [Ctrl+F1] for more information.
This optional paragraph requires the Recipient to return the Confidential Information to the Information Owner at the request of the Information Owner. Press [Ctrl+F1] for more information.
This optional paragraph provides that the Confidentiality Agreement does not create an obligation on either party to conduct business with the other party. Press [Ctrl+F1] for more information.
This optional section indicates that the Information Owner is not making any warranties to the Recipient regarding the Confidential Information. Press [Ctrl+F1] for more information.
This optional provision confirms that the Recipient has only the right to use the Confidential Information for the limited purpose(s) stated at the beginning of the Agreement. Press [Ctrl+F1] for more information.
This required section provides general provisions that should be included. Press [Ctrl+F1] for more information.
This optional section allows for additional provisions of your choosing. Press [Ctrl+F1] for more information.
This required section provides signature lines for the parties. This program automatically transfers the names of the parties, based on information previously provided. Press [Ctrl+F1] for more information.
Times New Roman
Confidentiality Agreement
CONFID
The Confidentiality Agreement is an agreement under which a party (a Recipient) agrees to maintain confidentiality regarding proprietary information that it receives from another party (an Information Owner).
!!!!!
Enter a term that will be used in the Agreement as an abbreviated version of the Information Owner's name. For example, if the party's name is "ABC Widget Corporation", enter "ABC", "ABC Widget", or "Information Owner".
Enter a term that will be used in the Agreement as an abbreviated version of the Recipient's name. For example, if the party's name is "Robert A. Brown", enter "Robert", "Brown" or "Recipient".
Enter the Information Owner's state/province or edit the information as desired.
Enter the name of the person or entity (the "Information Owner") that owns the Confidential Information that is to be disclosed under this Agreement or edit the information as desired.
Enter the name of the person or entity (the "Recipient") who the Confidential Information will be disclosed to.
CFD01
! Opening Section (1 of 10)
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this "Agreement") is made effective as of !, between
!, of
!, ! !,
! Country: !
!, of
!, ! !,
! Country: , !.
In this Agreement, the party who owns the Confidential Information will be referred to as ("!"), and the party to whom the Confidential Information will be disclosed will be referred to as ("!").
! is engaged in
! is engaged in
[Brief explanation why the information will be disclosed]
! has represented that ! will protect the confidential material and information which may be disclosed between ! and !. Therefore, the parties agree as follows:
Using the format MM/DD/YYYY, enter the date on which the Confidentiality Agreement will become effective or edit the information as desired.
Enter the name of the person or entity (the "Information Owner") that owns the Confidential Information that is to be disclosed under this Agreement or edit the information as desired.
Enter the Information Owner's street address or edit the information as desired.
Enter the Information Owner's extended street address or edit the information as desired.
Enter the Information Owner's city or edit the information as desired.
Enter the Information Owner's state/province or edit the information as desired.
Enter the Information Owner's zip/postal code or edit the information as desired.
Enter an X to include the country in which the Information Owner resides, if outside the United States.
Enter the country or edit the information as desired.
Enter the name of the person or entity (the "Recipient") who the Confidential Information will be disclosed to.
Enter the Recipient's street address or edit the information as desired.
Enter the Recipient's extended street address or edit the information as desired.
Enter the Recipient's city or edit the information as desired.
Enter the Recipient's state/province or edit the information as desired.
Enter the Recipient's zip/postal code or edit the information as desired.
Enter an X to include the country in which the Recipient resides, if outside the United States.
Enter a term that will be used in the Agreement as an abbreviated version of the Information Owner's name. For example, if the party's name is "ABC Widget Corporation", enter "ABC", "ABC Widget", or "Information Owner".
Enter a term that will be used in the Agreement as an abbreviated version of the Recipient's name. For example, if the party's name is "Robert A. Brown", enter "Robert", "Brown" or "Recipient".
Enter a brief description of the Information Owner's business or activities that involve the confidential information. For example, Information Owner is engaged in "the business of manufacturing computer widgets."
Enter a brief description of the Recipient's business or relationship to the Information Owner. For example, The Recipient is engaged in "marketing computer products."
Enter a brief explanation of why the confidential information will be disclosed to the Recipient. For example, "Information will be disclosed to Recipient to enable the parties to determine whether Recipient could assist Information Owner with the development of a marketing plan."
CFD02
! Confidential Information Section (2 of 10)
!. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to !, whether or not owned or developed by !, which is not generally known other than by !, and which ! may obtain through any direct or indirect contact with !.
a. Confidential Information includes without limitation:
! - business records and plans
! - financial statements
! - customer lists and records
! - trade secrets
! - technical information
! - products
! - inventions
! - product design information
! - pricing structure
! - discounts
! - costs
! - computer programs and listings
! - source code and/or object code
! - copyrights and other intellectual property
! - !
! - !
! - !
! - !
and other proprietary information.
b. Confidential Information does not include:
! - matters of public knowledge that result from disclosure by !
! - information rightfully received by ! from a third party without a duty of confidentiality
! - information independently developed by !
! - information disclosed by operation of law
! - information disclosed by ! with the prior written consent of !
! - [Other]
! -_____________________________________________
and any other information that both parties agree in writing is not confidential.
This program requires that business records and plans be included as part of "Confidential Information".
Enter an X if the term "Confidential Information" will include financial statements.
Enter an X if the term "Confidential Information" will include customer lists and records.
Enter an X if the term "Confidential Information" will include trade secrets.
Enter an X if the term "Confidential Information" will include technical information.
Enter an X if the term "Confidential Information" will include products.
Enter an X if the term "Confidential Information" will include inventions.
Enter an X if the term "Confidential Information" will include product design information.
Enter an X if the term "Confidential Information" will include pricing structure.
Enter an X if the term "Confidential Information" will include discounts.
Enter an X if the term "Confidential Information" will include costs.
Enter an X if the term "Confidential Information" will include computer programs and listings.
Enter an X if the term "Confidential Information" will include source code and/or object code.
Enter an X if the term "Confidential Information" will include copyrights and other intellectual property.
Enter an X to include an additional item as part of the meaning of the term "Confidential Information".
Enter a brief description of the additional item that will be a part of the meaning of the term "Confidential Information".
Enter an X to include a provision that will explain what is not included as part of "Confidential Information". The following types of "exceptions" are usually included in the Agreement for the benefit of the Recipient.
Enter an X to indicate that matters of public knowledge will not be a part of the definition of the term "Confidential Information".
Enter an X to indicate that information rightfully received by the Recipient from a third party without a duty of confidentiality will not be a part of the definition of the term "Confidential Information".
Enter an X to indicate that information independently developed by the Recipient will not be a part of the definition of the term "Confidential Information".
Enter an X to indicate that information disclosed by operation of law will not be a part of the definition of the term "Confidential Information".
Enter an X to indicate that information disclosed by the Recipient with the consent of the Information Owner will not be a part of the definition of the term "Confidential Information".
Enter an X to explain any other type of information or disclosure that will not be a part of "Confidential Information".
Explain the other type of information that will not be a part of "Confidential Information".
CFD03
! Protection of Information Section (3 of 10)
!. PROTECTION OF CONFIDENTIAL INFORMATION. ! understands and acknowledges that the Confidential Information has been developed or obtained by ! by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of ! which provides ! with a significant competitive advantage. Therefore, ! agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of !.
[COPIES provision] No Copying. ! will not copy or modify any Confidential Information without the prior written consent of !.
[EMPLOYEE provision] Application to Employees. Further, ! shall not disclose any Confidential Information to any employees of !, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of !.
[INJUNCTION provision] Unauthorized Disclosure of Information. If it appears that ! has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, ! shall be entitled to an injunction to restrain ! from disclosing, in whole or in part, the Confidential Information. ! shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Enter an X to include a provision that does not allow the Recipient to copy or modify the Confidential Information without the Information Owner's consent.
Enter an X to include a provision that makes the Agreement apply to the Recipient's employees, and limits the number of employees that Confidential Information can be disclosed to.
Enter an X to include a provision that allows the Information Owner to obtain an injunction if it appears that the Recipient might disclose Confidential Information.
CFD04
! Optional Return of Information Section (4 of 10)
!. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of !, ! shall return to ! all written materials containing the Confidential Information. ! shall also deliver to ! written statements signed by ! certifying that all materials have been returned within five (5) days of receipt of the request.
Enter an X to include an optional paragraph which requires the Recipient to return the Confidential Information to the Information Owner at the request of the Information Owner. Press [Ctrl+F1] for more information.
CFD05
! Optional No Obligation Section (5 of 10)
!. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership or joint venture.
Enter an X to include a paragraph which provides that the Confidentiality Agreement does not create an obligation on either party to conduct business with the other party. Press [Ctrl+F1] for more information.
CFD06
! Optional No Warranty Section (6 of 10)
!. NO WARRANTY. ! acknowledges and agrees that the Confidential Information is provided on an AS IS basis. ! MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ! BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.
! ! does not represent or warrant that any product or business plans disclosed to ! will be marketed or carried out as disclosed, or at all. Any actions taken by ! in response to the disclosure of the Confidential Information shall be solely at the risk of !.
Enter an X to include an optional section which states that the Information Owner is not making any warranties to the Recipient regarding the Confidential Information. Press [Ctrl+F1] for more information.
Enter an X to include additional disclaimers by the Information Owner regarding warranties.
CFD07
! Optional Limited License Section (7 of 10)
!. LIMITED LICENSE TO USE. ! shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above.
! ! acknowledges that, as between ! and !, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of !, even if suggestions, comments, and/or ideas made by ! are incorporated into the Confidential Information or related materials during the period of this Agreement.
Enter an X to include a provision that confirms that the Recipient has only the right to use the Confidential Information for the limited purpose(s) stated at the beginning of the Agreement. Press [Ctrl+F1] for more information.
Enter an X to include a sentence that grants the Information Owner the ownership rights to copyrights and other ideas that are associated with the Confidential Information, or that are developed during the period of the Agreement.
CFD08
! General Provisions Section (8 of 10)
!. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of !. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party.
The program completes the name of the state whose laws will be used to govern and interpret disputes by transferring the information from a previous screen. This information may be modified without affecting earlier data.
CFD09
! Optional Free-Form Section (9 of 10)
Enter an X to include additional provisions of your choosing. Press [Ctrl+F1] for more information.
Enter any additional provisions not previously mentioned that you wish to include in this Agreement.
Enter the name of the Information Owner or edit the information as desired. If appropriate, change the information to the name of the person who will sign on behalf of the Information Owner. Use the P.I. Manager to select and paste a record.
If appropriate, enter an X to include the title of the Information Owner's representative. For example, "Owner", "President", or "Manager".
Enter the title of the person who will be signing the Agreement on behalf of the Information Owner or edit the information as desired.
Enter the name of the Recipient or edit the information as desired. If appropriate, change the information to the name of the person who will sign on behalf of the Recipient. Use the P.I. Manager to select and paste a record.
If appropriate, enter an X to include the title of the Recipient's representative. For example, "Owner", "President", or "Manager".
Enter the title of the person who will be signing the Agreement on behalf of the Recipient or edit the information as desired.
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