Commercial CDA Agreement

Commercial Confidential Disclosure Agreement

This Confidential Disclosure Agreement (the "Agreement") is entered into as of Effective Date: by and between Disclosing Party Name: , a organized under the laws of , with principal place of business at (the "Disclosing Party"), and Receiving Party Name: , a organized under the laws of , with principal place of business at (the "Receiving Party").

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information that relates to its business, technology, products, services, customers and other commercial matters (collectively, "Confidential Information"); and

WHEREAS, the Receiving Party desires to receive such Confidential Information for the limited purpose of evaluating and negotiating a potential business relationship concerning:

WHEREAS, the Disclosing Party is willing to disclose Confidential Information to the Receiving Party on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, visually, or in writing, that is designated as confidential or that by its nature ought reasonably to be treated as confidential. Confidential Information includes, without limitation, technical data, trade secrets, know-how, business plans, product roadmaps, pricing, customer and supplier lists, financial information, prototypes, and any analyses, compilations, summaries or other documents prepared by the Receiving Party that contain or otherwise reflect such information.

2. Confidential Information; Scope

The Receiving Party shall treat all Confidential Information disclosed by the Disclosing Party as strictly confidential and shall not disclose such Confidential Information to any third party except as expressly permitted by this Agreement. Confidential Information shall remain the property of the Disclosing Party.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure by the Disclosing Party, as evidenced by written records; (c) is lawfully obtained by the Receiving Party from a third party having the right to disclose it; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written evidence.

4. Obligations of Receiving Party

The Receiving Party shall: (a) use Confidential Information solely for the Purpose specified in this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors, consultants and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; (c) take reasonable measures, no less than those it uses to protect its own confidential information of a similar nature, to prevent unauthorized disclosure or use; and (d) be responsible for any breach of this Agreement by its representatives.

5. Permitted Disclosures

The Receiving Party may disclose Confidential Information to the extent compelled by law or regulation, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates in any reasonable attempt by the Disclosing Party to seek confidential treatment or a protective order. The Receiving Party may also disclose Confidential Information to its affiliates, prospective investors, acquirers or lenders provided such parties are bound by confidentiality obligations at least as protective as those in this Agreement.

6. Term; Survival

This Agreement shall commence on the Effective Date and shall continue in effect for Term (years): years, unless earlier terminated by mutual written agreement. Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information shall survive for a period of five (5) years from the date of disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

7. Return or Destruction

Upon the Disclosing Party's written request, the Receiving Party shall, within Return Period (days): days, return or destroy all materials containing Confidential Information and, upon request, certify in writing that it has complied. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of materials solely for compliance or backup purposes, subject to the confidentiality obligations herein.

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. The Receiving Party shall indemnify and hold harmless the Disclosing Party against losses resulting from unauthorized disclosure or use of Confidential Information by the Receiving Party or its representatives.

9. No License; No Obligation

Nothing in this Agreement grants any license or other rights under any patent, copyright, mask work, trademark or other intellectual property right of the Disclosing Party, nor obligates either party to proceed with any transaction or relationship. Any such license or obligation shall be the subject of a separate written agreement.

10. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the county where such state capital is located for any dispute arising under this Agreement.

11. Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier or sent by certified mail to the addresses set forth above or such other address as either party may specify in writing.

12. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and any waiver must be in writing.

13. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall endeavor in good faith to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument. Execution and delivery by electronic signature shall have the same force and effect as original signatures.

15. Miscellaneous

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

The parties acknowledge that monetary damages may be inadequate to compensate for a breach and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance, without the necessity of posting bond.

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives.

Sign Now