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This Confidentiality Agreement (the "Agreement") is entered into and effective as of ________, 20___, (the “Effective Date”) by and between the following parties: [insert name and address of party] and [insert name and address of other party].
In consideration of the mutual promises, terms and conditions stated below the parties agree as follows.
Background and Purpose; Mutuality of Obligation. Both parties acknowledge that they each may give access to the other of certain information and materials concerning a mutual business transaction (the “Business Opportunity”). In connection with this potential Business Opportunity, each of the parties may disclose to the other certain confidential technical and business information that the discloser desires the recipient to treat as confidential. The parties agree that the terms and conditions of this Agreement apply when one party, or its subsidiary or affiliate companies, (the "Discloser") discloses Confidential Information (defined below) to the other party, or its subsidiary or affilate companies, (the "Recipient").
Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any Discloser proprietary information, technical data, trade secrets or know-how, including any research, patents, patent applications, provisional patent applications, patent strategy, product plans, products, services, customers, markets, marketing plans, finances or other business information disclosed to Recipient by Discloser, either directly or indirectly: (i) in a writing marked “Confidential;” or (ii) orally or by inspection of any software, website, data, equipment or facilities, if, at the time of such disclosure, it is indicated to be confidential. Confidential Information shall include any information about Discloser disclosed to Recipient by representatives of Discloser on or before the date hereof that would have been subject to the terms and conditions of this Agreement if disclosed by Discloser to Recipient pursuant hereto. Confidential Information shall also include any and all such information of an affiliate or other third party that may be disclosed or furnished to Recipient or accessed by Recipient. Confidential Information shall not, however, include any information that Recipient can establish: (i) was already in the possession of Recipient at the time of disclosure by Discloser, as established by relevant documentary evidence; (ii) which is or later becomes, through no action or inaction on the part of Recipient, generally available to the public; or (iii) which corresponds in substance to that furnished to Recipient by any third party having no obligation of confidentiality, direct or indirect, to Discloser. Nothing in this Agreement shall be deemed to prohibit Recipient from disclosing any Confidential Information that is: (i) required by law or (ii) pursuant to the written consent of Discloser; provided, however, that in the event of such requirement, prior to disclosing any Confidential Information, Recipient will notify Discloser of the scope and source of such legal requirement and shall give Discloser the opportunity to challenge the need to disclose and/or limit the scope of the information disclosed.
Non-Use and Non-Disclosure. Recipient agrees not to use any Confidential Information for any purpose except to engage in discussions regarding the potential Business Opportunity. Recipient agrees not to disclose any Confidential Information to third parties, except to those agents, consultants or advisors who are required to have the information in order to assist Recipient in evaluating or engaging in discussions concerning the contemplated Business Opportunity. Recipient shall, prior to disclosing any Confidential Information to any agents, consultants or advisors, inform them that they will be bound by the terms and conditions of this Agreement and that Recipient shall be responsible for any breach by them of the terms and conditions of this Agreement. Recipient will not analyze, reverse engineer or disassemble any samples, software, prototypes or other tangible objects that embody Discloser’s Confidential Information and which are provided hereunder.
Protection of Confidential Information. Recipient agrees that Recipient will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information which shall, at a minimum, include those measures that Recipient takes to protect Recipient's own confidential information, and shall not disclose any Confidential Information to any third party or allow any third party access to any Confidential Information other than as provided in Section 3 hereof. Recipient shall immediately notify Discloser in the event that Recipient becomes aware of any unauthorized use or disclosure of the Confidential Information. Upon completion of Recipient and Discloser’s assessment of the Business Opportunity (and in the absence of a further written agreement of the parties) Recipient shall cease all use and make no further use of the information received from Discloser.
Title. All right, title and interest in and to all information disclosed by Discloser under this Agreement shall remain vested in Discloser. Nothing in this Agreement is to be construed as granting a license to Recipient to utilize the Confidential Information received from Discloser, except as expressly provided in this Agreement, under any patent, patent application, provisional patent application, copyright, trademark, tradename, trade secret or any other proprietary right owned by Discloser, unless a separate agreement for such rights is executed by Recipient and Discloser.
Term. This Agreement shall commence on the Effective Date and shall remain in effect for thirty (30) days. Upon expiration of this Agreement, the terms and conditions of Sections 2, 3, 4, 5, 8, 9, 10 and 11 shall survive for a period of three years; provided, however, that Recipient shall keep confidential any Discloser Confidential Information which constitutes a trade secret for so long as such Confidential Information remains a trade secret.
No Obligation. Nothing herein shall obligate Discloser or Recipient to establish any business relationship between them, and each party reserves the right, in its sole discretion, to terminate at any time the discussions contemplated by this Agreement concerning the Business Opportunity.
Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Recipient (or any third party to whom Recipient transferred such Confidential Information) shall be and remain the property of Discloser and shall be promptly: (i) returned to Discloser upon Discloser’s written request; (ii) destroyed by Recipient (as evidenced by a writing by Recipient to Discloser); or (iii) in the case of documentation, delivered to Recipient’s legal counsel for safekeeping (as evidenced by a writing from Recipient to Discloser). Any such Confidential Information returned to Discloser under clause (i) of the preceding sentence shall be retained by Discloser until all provisions of this Agreement have been terminated; provided, however, that such returned Confidential Information shall be made available to Recipient upon request, at any time and from time to time, for the sole purpose of verifying compliance with the terms and conditions of this Agreement.
Remedies; Cooperation. Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Discloser, which may entitle Discloser to seek injunctive relief in addition to all legal remedies. Recipient will cooperate fully with Discloser in connection with any action, suit or proceeding to enforce this Agreement against any agent, consultant or advisor of Recipient to whom Confidential Information is disclosed pursuant to this Agreement.
Miscellaneous. Each party hereto represents that it has the full right, power and authority to enter into this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the United States of America and the State of North Carolina without regard to principles of conflicts of law. All discussions, interactions and communications between the parties on or after the date of this Agreement with respect to the subject matter contained herein will be governed by the terms and conditions of this Agreement. This Agreement may only be amended with a writing signed by authorized representatives of both parties hereto that specifically and expressly refers to this Agreement. Recipient may not assign or otherwise transfer Recipient's rights and obligations hereunder without the prior written approval of Discloser. Except as required by law or as expressly provided for in this Agreement, the parties shall not disclose to any third party the existence or terms of this Agreement, without the prior written consent of the other party; except to accountants, advisors and potential investors under reasonable terms of confidentiality. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision thereof. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without regard to said provision. In the event of any inconsistency between this Agreement and any statement contained in or transmitted with any Confidential Information, this Agreement shall control. The captions of the several sections of this Agreement are not a part of this Agreement, but are included for convenience of reference only and shall not affect its meaning or interpretation. This Agreement may be executed in counterparts (including by facsimile), each of which shall be deemed to be an original and both together shall be deemed to be one and the same agreement.
Electronic Signatures. This Agreement and any written notice, consent, agreement or document provided for in this Agreement shall be deemed signed if the person's name is placed on the document whether by manual signature, electronic transmission or facsimile transmission by the person.

This Agreement will be governed by the laws of:
(Usually the state in which you are conducting business)
Name:   Title: (Optional)   Date:
Name:   Title: (Optional)   Date:

Comments and other terms: (Optional; 1200 characters max.)

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