This Confidentiality Agreement (“Agreement”) is made and entered into by and between:
Disclosing Party
By: [Disclosing name]
Title: [Disclosing Title]
Address: [Disclosing Address]
Dated: [Disclosing Date]
Recipient Party
By: [Recipient Name]
Title: [Recipient Title]
Address: [Recipient Address]
Dated: [Recipient Date]
Purpose:
The purpose of this Agreement is to protect the confidential information disclosed by the Disclosing Party to the Recipient in relation to describe the purpose of disclosure [e.g., discussions regarding a potential business partnership, product development, etc.] (the “Purpose”).
Confidential Information:
Confidential Information shall include any and all information disclosed by the Disclosing Party to the Recipient, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, financial information, customer lists, product designs, and any other proprietary information.
Non-Disclosure:
The Recipient agrees that it will not disclose, reveal, or make use of any Confidential Information for any purpose other than the Purpose, without the prior written consent of the Disclosing Party. The Recipient shall take all reasonable precautions to protect the confidentiality of the Confidential Information and shall ensure that its employees, agents, or representatives who have access to the Confidential Information are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.
Exceptions:
The obligations of confidentiality set forth in this Agreement shall not apply to any information that:
1. Is or becomes publicly available through no fault of the Recipient;
2. Was already lawfully in the possession of the Recipient prior to disclosure by the Disclosing Party;
3. Is independently developed by the Recipient without reference to or use of the Confidential Information; or
4. Is rightfully obtained by the Recipient from a third party without restriction on disclosure.
Return of Information:
Upon the request of the Disclosing Party or upon termination of this Agreement, the Recipient shall promptly return to the Disclosing Party or destroy all documents, records, or other materials containing or reflecting the Confidential Information, including any copies thereof, and shall certify in writing to the Disclosing Party that it has complied with this requirement.
Term:
This Agreement shall commence on the Effective Date and shall remain in effect until [termination date or event], unless terminated earlier by mutual agreement of the Parties or as provided herein.
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of [country], without giving effect to any choice of law or conflict of law provisions.
Entire Agreement:
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
Modification:
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
Severability:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
Counterparts:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first above written.
Disclosing Party
Name: [Disclosing name]
Title: [Disclosing Title]
Date: [Disclosing Date]
Last Updated: August 25, 2025