Fill and Sign the Confidential Information Agreement Template

Confidential Information Exchange Agreement This Confidential Information Exchange Agreement (the Agreement ) is made and entered into this _________________ (date) , by and Corporation Alpha , a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________________________________________________ _______________________ (street address, city, state, zip code) , referred to herein as Alpha ; and Corporation Beta , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________ ____________________________________________________________________ (street address, city, state, zip code) . Alpha and Beta are hereinafter collectively referred to as the Party or Parties . The Parties agree that the following terms and conditions apply when one of the Parties (the Discloser ) discloses Confidential Information to the other (the Recipient ) under this Agreement. The Parties further agree that the mutual objective under this Agreement is to provide appropriate protection for Confidential Information while maintaining the ability to conduct respective business activities and/or evaluation of Confidential Information. In no way is this Agreement intended to obligate either party to enter into further agreements with each other concerning the Confidential Information, or to undertake development, production or trials with respect to the Confidential Information. Confidential Information includes, but is not limited to, inventions, know- how, formula(s), revisions of formula(s), processes and methods as well as business plans, financial plans, financial data, product development plans, marketing plans and strategies, distributor lists, manufacturing techniques and methods, research data and similar information of Discloser, or Discloser’s affiliated companies, that are valuable, special, unique and proprietary assets of Discloser. 1. Delivery of Information The Discloser and the Recipient will coordinate and control the disclosure. Confidential Information may be disclosed either: (i) in writing; (ii) by delivery of items; (iii) by initiating access to Confidential Information, such as may be contained in a data base; or (iv) by oral and/or visual presentation. Recorded on this Agreement is the employee of Recipient who is designed to be Recipient’s Contact Person for the disclosure of Confidential Information. Discloser will deliver all Confidential Information to the Contact Person. All such deliveries shall be received only by the Contact Person. 2. Confidentiality and Obligation A. All Confidential Information disclosed to Recipient shall be kept confidential by Recipient and treated with at least the same level of protection as Recipient gives its own confidential information of similar nature, but no less than a reasonable level of protection. Recipient shall promptly notify Discloser if it becomes aware of any unauthorized disclosure or use of the Confidential Information. It is agreed to by the Parties that all information disclosed by virtue of this Agreement is and will remain the property and proprietary information of the Discloser. B. Recipient shall not disclose any portions of the Confidential Information to any third party or non-employee, including subcontractors, without the prior written consent of Discloser. Recipient may disclose confidential information to its employees only to the extent necessary for the purposes of this Agreement. Recipient shall inform all of its employees who have access to the Confidential Information that Recipient is bound by a Confidentiality Agreement concerning the Confidential Information which is also binding upon its employees. C. Recipient may not copy, summarize, take notes or otherwise condense or compile any of the Confidential Information, and may not authorize any other party to copy, summarize, take notes or otherwise condense or compile any of the Confidential Information, or make any commercial or personal use of any part of the Confidential Information except to the extent necessary for evaluation. D. Recipient agrees to use and store the Confidential Information in a manner that prevents unauthorized viewing and makes it accessible only to personnel to the extent necessary to carry out the purposes of this Agreement. E. Recipient will not make any reports, publications or give interviews concerning Confidential Information without Discloser’s prior written consent. 3. Termination A. This Agreement shall begin on the date first above written (the Effective Date ) and shall expire one (1) year after the date of the last disclosure of Confidential Information; provided, however, that either Party may terminate this Agreement immediately at any time by giving written notice to the other. B. Notwithstanding early termination of this Agreement, all obligations of confidentiality with respect to Confidential Information disclosed to or obtained by Recipient prior to the date of such termination shall survive for a period of three (3) years from disclosure. C. Upon termination of this Agreement, or upon request by either Party, Recipient shall immediately at Discloser’s option either destroy or return to Disclosing Party all Confidential Information provided to it, including all original and backup copies thereof. 4. Usage Nothing contained herein will in any way restrict or impair either Parties’ right to use, disclose, sell or otherwise deal with any of its own information, products, materials, ideas, or data presently used, owned, or being developed. 5. Exceptions A. No obligation of confidentiality applies to any Confidential Information that the Recipient: (i) already possess without obligation of confidentiality; (ii) becomes, through no act or fault of the Recipient, publicly known; (iii) is developed independently without reference to the Confidential Information; (iv) rightfully receives without obligation of confidentiality from a third party; (v) is approved for release by the written authorization of Discloser. B. Notwithstanding anything in this Agreement to the contrary, in the event a Party is required by law or a valid governmental order issued in connection with any action to disclose any Confidential Information, such Party shall promptly notify the other Party so that the other Party may seek a protective order or other remedy or waive compliance with this Agreement, or both. Each Party agrees to cooperate with the other Party on a reasonable basis in a Party’s efforts to obtain a protective order or other remedy. If a Party is, in the reasonable opinion of its counsel, compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer any censure or penalty, such Party may disclose such information without liability hereunder so long as the Party discloses such Confidential Information only to the extent legally compelled to do so in the reasonable opinion of its counsel. 6. Miscellaneous A. This Agreement does not require either Party to disclose or receive Confidential Information. B. Recipient hereby acknowledges that unauthorized disclosure or use of the Confidential Information will cause substantial and irreparable injury to Discloser, that money damages will not adequately compensate for such injury, and that Discloser therefore is entitled to, among other remedies, immediate injunctive and other equitable relief for any breach of this Agreement. C. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the Parties. Neither Party shall make any commitment or incur any liability for which the other may be liable. Neither Party shall be bound by any representation or act on the other’s part in contravention of the provisions of this Agreement. . D. Except as otherwise provided in this Agreement, the delivery of Confidential Information under this Agreement does not constitute any representation, warranty, assurance, guaranty, or inducement by the Disclosing party with respect to the infringement of patents, copyrights, trade secrets or other propriety right of others. 7. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 8. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 9. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 10. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 11. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 12. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 14. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 15. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. _______________________ _______________________ (Name of Corporation Alpha) (Name of Corporation Beta) By:____________________________ By:____________________________ __________________________ ___________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) _________________________ __________________________ (Signature of Officer) (Signature of Officer)