Confidentiality Agreement Form

CONFIDENTIALITY AGREEMENT FORM

This Confidentiality Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: (entity type: Corporation LLC Individual ) with principal place of business at , and Party B Name: (entity type: Corporation LLC Individual ) with principal place of business at .

RECITALS

WHEREAS, Party A and Party B (collectively, the "Parties") anticipate that information of a confidential and proprietary nature may be disclosed by one party to the other in connection with the stated Purpose: ; and

WHEREAS, the Parties desire to protect and preserve the confidentiality of such Confidential Information and to define their rights and obligations with respect thereto;

WHEREAS, the Parties intend that the receiving party's use of Confidential Information shall be limited to activities reasonably necessary to carry out the Purpose.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, product designs, trade secrets, customer lists, supplier information, technical specifications, software, formulas, prototypes, and personnel information. The Disclosing Party may describe particular categories at the time of disclosure:

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

2.1 Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records.

3. OBLIGATIONS OF RECEIVING PARTY

3.1 The Receiving Party shall: (a) hold and maintain all Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) not use Confidential Information for any purpose other than the Purpose set forth above without the prior written consent of the Disclosing Party.

3.2 The Receiving Party may disclose Confidential Information only to those of its employees, officers, directors, agents, advisors, or contractors who have a strict need to know for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party will be responsible for any breach of this Agreement by its representatives.

4. PERMITTED DISCLOSURES

4.1 Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent compelled by law, regulation, or valid order of a court or governmental authority; provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party at the Disclosing Party's expense in seeking a protective order or other appropriate remedy to protect the Confidential Information.

5. TERM; RETURN OR DESTRUCTION

5.1 This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in writing by mutual agreement. Notwithstanding termination, the Receiving Party's duty to hold Confidential Information in confidence shall survive for the duration set forth in this section.

5.2 Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall, within days, return or destroy all materials containing Confidential Information and certify in writing that such materials have been returned or destroyed, except that one archival copy may be retained solely for legal or compliance purposes subject to the confidentiality obligations of this Agreement.

6. REMEDIES

6.1 The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief and specific performance to enforce the terms of this Agreement without the posting of bond.

7. NO LICENSE

7.1 Nothing in this Agreement grants the Receiving Party any rights under any patent, copyright, trade secret, trademark, or other intellectual property right of the Disclosing Party, except as expressly set forth herein. All Confidential Information remains the exclusive property of the Disclosing Party.

8. GOVERNING LAW; VENUE

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties agree that exclusive venue for any action arising out of this Agreement shall be in the state or federal courts located in the county specified by the Disclosing Party's principal place of business, unless otherwise agreed in writing.

9. NOTICES

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach will be effective unless in writing signed by the party waiving compliance, and no waiver will operate as a waiver of any subsequent breach.

10.2 This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means will be deemed originals for all purposes.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

11.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect and the Parties will negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent.

12. REPRESENTATIONS AND WARRANTIES

12.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that this Agreement is a binding obligation enforceable against it in accordance with its terms.

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