CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”), dated and made effective as of (the “Effective Date”), is between:

Who Are the Disclosing Party:

Identify the Disclosing Party (“Disclosing Party”) and the Receiving Party (“Receiving Party”) (or both, if mutual). Correct legal names and addresses ensure proper notices and obligations. Each Party should confirm capacity and authority to enter this Agreement.
Who Are the Receiving Party:

Individually referred to as the “Party” and collectively as the “Parties”, the Parties have concluded the following Agreement:

What Is the Purpose of Exchanging Confidential Information:

Explain why the Confidential Information is shared, e.g., evaluating a partnership, developing a product, potential M&A discussions, or advisory services. The Parties limit usage of the data to that stated objective.
How Is “Confidential Information” Defined:

An NDA should specify what data is confidential—labeling, context, or broad coverage. Some NDAs protect all information disclosed under secrecy context; others require “Confidential” markings. This helps avoid disputes over coverage.
What Information Is Excluded from Confidential Treatment:

Most NDAs exclude publicly available info, data the Receiving Party already possessed independently, or details obtained lawfully from a third party without secrecy obligations. Some NDAs also allow legally compelled disclosures after notice.
How Must the Receiving Party Handle the Disclosed Information:

Detail the security and care standards. Typically, the Receiving Party must exercise at least reasonable care (if not the highest care) to prevent unauthorized access. Only those with a “need to know” should see the data.
How Long Does the Confidentiality Obligation Last:

NDA terms can be 2 years, 5 years, indefinite for trade secrets, or until certain conditions (like public disclosure). Some NDAs end with the project. A clear duration clarifies each Party’s confidentiality duties over time.
What Happens to Confidential Materials at the End of the Relationship:

The NDA typically demands that the Receiving Party return or destroy all Confidential Information once it’s no longer needed or upon request. Specify any exceptions for archival or legal compliance and whether proof of destruction is required.
Under What Circumstances May the Receiving Party Disclose Information:

Some disclosures are permissible, e.g., to legal counsel, accountants, or by compulsion of law. Clarify the Receiving Party’s rights to share data internally or with third parties, ensuring those third parties follow similar confidentiality standards.
Must the Parties Keep the Agreement Itself Confidential:

Some NDAs forbid announcing even the existence of this Agreement. If the business arrangement must remain undisclosed, or negotiations are sensitive, the Parties may keep quiet about the NDA itself except as required by law or mutual consent.
May the Receiving Party Use Residual Knowledge:

“Residuals” are intangible ideas or know-how the Receiving Party may retain in memory. Some NDAs forbid using any mental impressions from the Disclosing Party’s data, while others permit normal human memory usage if no direct copying is involved.
What Are the Consequences of a Breach:

Outline remedies if the Receiving Party discloses the Disclosing Party’s data without authorization. Typically includes damages, injunctions, or termination of negotiations. Having clear consequences deters breach and clarifies legal recourse.
Does Either Party Indemnify the Other for Breach-Related Claims:

If unauthorized disclosure causes a lawsuit from a third party, the Disclosing Party may require indemnification. Some NDAs have mutual indemnities, while others place liability solely on the Receiving Party. Or the NDA may exclude indemnity entirely, relying on standard damages.
Does the Agreement Grant Any License to Use Disclosed IP:

The Disclosing Party’s intellectual property typically remains off-limits to the Receiving Party unless a separate license is granted. Clarify that disclosure alone does not create IP rights or entitle the Receiving Party to exploit the Disclosing Party’s technology.
Does the Disclosing Party Warrant the Accuracy or Completeness of the Information:

Usually, the Disclosing Party provides data “as is,” with no guarantee of fitness or completeness. The Receiving Party is responsible for verifying the information. This prevents the Disclosing Party from liability if data is incomplete or outdated.
Who Owns the Confidential Information and Any Derivatives:

Usually, the Disclosing Party retains ownership of the Confidential Information. If the Receiving Party creates improvements or derivative works, specify whether ownership remains with the Disclosing Party or becomes shared.
Are the Parties Restricted from Bypassing Each Other in Business Deals:

A non-circumvention provision prevents the Receiving Party from using the Disclosing Party’s leads or contacts to cut out the Disclosing Party in potential deals. State the duration and any penalties or fees for circumventing.
Are There Limits on a Party’s Liability for Breach:

An NDA may cap liability or exclude certain damages. However, some keep liability unlimited for intentional breaches. Decide if the breaching Party is responsible for all direct or indirect harm or if certain damages (e.g., punitive) are waived.
May a Party Assign or Transfer This Agreement:

If one Party is sold or merged, can this NDA transfer to the successor? Some NDAs prohibit assignment without consent to prevent confidential data from flowing to an unknown entity.
Does a Force Majeure Event Affect Confidentiality Obligations:

Force majeure covers events beyond a Party’s control (e.g., natural disasters, war). Most NDAs keep confidentiality intact regardless. Decide if a Party can temporarily suspend duties due to uncontrollable circumstances or if confidentiality stands firm.
How Are Disputes or Enforcement Actions Resolved:

Specify whether disputes go to court, arbitration, or mediation first. Because NDAs often need swift injunctive relief, some permit direct court filing for urgent matters while requiring arbitration for damages. Clarify each Party’s dispute-resolution options.
Add Your Own Clause to the Agreement?

You can add your own clause to the agreement. To do this, select the “Yes” option and enter the text of the condition, it will be included in the final version of the agreement.

1. OTHER TERMS AND CONDITIONS

1.1. Severability. The provisions of the Agreement shall be deemed severable, and the invalidity or unenforceability of anyone or more of the provisions hereof shall not affect the validity and enforceability of the other provisions of the Agreement.

1.1. Modification. The Agreement may be modified or amended only by a duly authorized written instrument executed by both Parties.

1.1. Governing Law and Venue. The Agreement and the performance under the Agreement shall be construed in accordance with and governed by the laws of the State of specify the Stateca_law_1, without regard to its conflict-of-laws rules. Except to the extent the Parties have elected arbitration or another dispute-resolution method in the Agreement, any court action arising out of or relating to the Agreement shall be brought in a court of competent jurisdiction in that State, and each Party submits to the personal jurisdiction and venue of those courts.

1.1. Injunctive Relief. The Parties agree that a breach or threatened breach of the confidentiality, non-circumvention, or intellectual-property provisions would cause irreparable harm for which monetary damages are inadequate. The non-breaching Party is therefore entitled to seek injunctive and other equitable relief, without the need to post a bond (to the extent permitted by applicable law), in addition to any other available remedy.

1.1. Defend Trade Secrets Act Notice. Under the federal Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an individual will not be held criminally or civilly liable under any federal or state trade-secret law for disclosing a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

1.1. Notices. Any notice under the Agreement must be in writing and is effective when delivered to the receiving Party at the address or email stated in the Agreement, by personal delivery, nationally recognized courier, certified mail (return receipt requested), or email with confirmation of receipt.

1.1. Effective date. The effective date of the Agreement shall be the date specified above, regardless of the date of actual signature of the Agreement by the Parties. The Agreement shall terminate upon execution by the Parties of all obligations under the Agreement, except for early termination of the Agreement as provided herein.

1.1. Entire agreement. The Agreement contains the entire agreement and understanding between the Parties, and no statement, promise, agreement or understanding, written or oral, not contained in this Agreement shall have any force or effect.

1.1. Counterparts and Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature. An electronic signature, and a copy or electronic image of a signed document, has the same legal effect as an original handwritten signature and is enforceable under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in the governing State.

1.1. Waiver. No waiver of any provision of the Agreement is effective unless in writing and signed by the waiving Party, and a Party’s failure or delay in enforcing any right does not waive that right or any other right.

1.1. Survival. Provisions that by their nature should survive (including confidentiality, non-circumvention, ownership and intellectual property, and the remedies for their breach) survive expiration or termination of the Agreement for the periods stated or, for trade secrets, for as long as the information remains a trade secret under applicable law.

1.1. Successors and Assigns. Subject to the assignment provisions of the Agreement, the Agreement binds and benefits the Parties and their respective successors and permitted assigns.

Make sure that the conditions you need are selected and all fields are filled in