A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a legal document that prevents the disclosure of confidential information by one party to another. These agreements are commonly used in businesses that work with sensitive information or trade secrets. In this article, we will provide a sample company confidentiality agreement that can serve as a template for businesses.
Sample Company Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is entered into on [Date] between [Company Name], a [Type of company] with its principal place of business at [Address] (“Disclosing Party”), and [Recipient Name], a [Type of company] with its principal place of business at [Address] (“Receiving Party”).
1. Confidential Information
Disclosing Party may disclose to Receiving Party certain confidential information pertaining to its business, products, services, or trade secrets (“Confidential Information”). Confidential Information may include but is not limited to:
(a) Trade secrets, know-how, inventions, discoveries, and other proprietary information;
(b) Technical, financial, strategic, or other business information;
(c) Customer and supplier lists, plans, proposals, contracts, marketing materials, and pricing information;
(d) All information marked as confidential, or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of Receiving Party
Receiving Party shall:
(a) Use the Confidential Information solely for the purpose of [insert purpose] and not for any other purpose;
(b) Take reasonable precautions to protect the Confidential Information from unauthorized access, use, or disclosure;
(c) Limit access to the Confidential Information to those employees, officers, and agents who have a need to know the information for the purpose specified in this Agreement;
(d) Not disclose the Confidential Information to any third party without the prior written consent of Disclosing Party;
(e) Immediately notify Disclosing Party in writing if Receiving Party becomes aware of any unauthorized use or disclosure of the Confidential Information.
3. Term and Termination
This Agreement shall remain in effect for [insert duration]. Either party may terminate this Agreement upon written notice to the other party. Upon termination of this Agreement, Receiving Party shall immediately return to Disclosing Party or destroy all copies of the Confidential Information, including any notes, summaries, or other documents created by Receiving Party that contain or reflect the Confidential Information.
4. No License
Nothing in this Agreement shall be construed as granting Receiving Party any license or right to use any of the Confidential Information, or any patent, copyright, trademark, or other intellectual property right of Disclosing Party, except as expressly provided in this Agreement.
5. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the [State/Country] without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in the [County/State], [Country], and each party hereby submits to the jurisdiction and venue of such courts.
6. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the Confidential Information and supersedes all prior negotiations, understandings, and agreements between the parties concerning such Confidential Information. This Agreement may not be modified except in writing signed by both parties.
In conclusion, a well-crafted confidentiality agreement can help protect a company`s confidential information and trade secrets from unauthorized disclosure. The sample company confidentiality agreement provided in this article can serve as a useful template for businesses seeking to create their own confidentiality agreements. It is important to consult with a legal professional before drafting or using any legal document.