Confidentiality And Non-Disclosure Agreement printable pdf download

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) made this

day of

(the “Effective Date”) by and between

corporation, and

corporation,

(collectively, the “Parties” and each individually a “Party”).

The Parties are exploring the possibility of engaging in one or more mutually beneficial business

relationships (collectively, the “Business Relationship”). The Parties recognize that in the course of their

discussions to further the Business Relationship, it will be necessary for each Party to disclose to the

other certain Confidential Information (as defined below). Each Party desires to set forth the terms that

apply to such Confidential Information.

NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set

forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties do hereby agree as follows:

The Parties shall (i) use reasonable efforts to maintain the confidentiality of the

information and materials, whether oral, written or in any form whatsoever, of the other that may be

reasonably understood, from legends, the nature of such information itself and/or the circumstances of

such information’s disclosure, to be confidential and/or proprietary thereto or to third parties to which

either of them owes a duty of nondisclosure (collectively, “Confidential Information”); (ii) take reasonable

action in connection therewith, including without limitation at least the action that each takes to protect the

confidentiality of its comparable proprietary assets; (iii) to the extent within their respective possession

and/or control, upon termination of this Agreement for any reason, immediately return to the provider

thereof all Confidential Information not licensed or authorized to be used or enjoyed after termination or

expiration hereof, and (iv) with respect to any person to which disclosure is contemplated, require such

person to execute an agreement providing for the treatment of Confidential Information set forth in

clauses (i) through (iii). The foregoing shall not require separate written agreements with employees and

agents already subject to written agreements substantially conforming to the requirements of this Section

nor with legal counsel, certified public accountants, or other professional advisers under a professional

obligation to maintain the confidences of clients.

Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of

any information or materials shall terminate as to any information or materials which: (i) are, or become,

public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the

proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a

third party after reasonable inquiry regarding the authority of such third party to possess and divulge the

same; (iv) are independently developed by such person from sources or through persons that such

person can demonstrate had no access to Confidential Information; or (v) are lawfully known by such

person at the time of disclosure other than by reason of discussions with or disclosures by the Parties.

All Confidential Information delivered pursuant to this Agreement shall be and remain the

property of the disclosing Party, and any documents containing or reflecting the Confidential Information,

and all copies thereof, shall be promptly returned to the disclosing Party upon written request, or

destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting or conferring

any rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired

prior to or after the Effective Date, nor as granting any right with respect to the use or marketing of any

product or service. The Parties shall use the Confidential Information only for the Business Relationship.

Confidentiality And Non-Disclosure Agreement

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