Fill and Sign the This Confidentiality Agreement is Made and Entered into on This Form

CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT is made and entered into on this ________ day of _______________, 20___, by and between ______________, ( hereinafter referred to as “_______________”), and _______________, a __________ corporation (hereinafter referred to as “___________”). Collectively, _____ and _____ shall be referred to as the Parties. RECITALS WHEREAS, _________ is a potential investor, partner or consultant to ______; and WHEREAS, ___________ is a provider of ____________, all of which are considered as confidential and proprietary; and WHEREAS, ______ and ______ desire to explore the possibility of establishing a mutual business relationship, which will require disclosure by both Parties of information, documentation, materials, and other tangible and intangible information, all of which are considered by each respective Party to be confidential and proprietary to the Party making such disclosure; IT IS, THEREFORE, AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. Acknowledgment of Proprietary Treatment of Products and Materials. All of the following are considered proprietary and shall be considered Confidential Information and the exclusive property of the Party disclosing such items: (a) all of the products, services, databases, data, search engines, software, tutorials, instructional materials, know-how, intellectual property, and other materials or knowledge of __________ and ________ regarding their respective businesses, or their products, (b) all sales literature and brochures, internal marketing data, marketing reports, commission reports, sales data, and other information or documentation concerning sales or marketing (whether past, present, or future) by both Parties; (c) all of either Party’s agreements with suppliers of data, software, or technology, and all of either Party’s customer lists, vendor lists, licenses, licensing fees, financial statements (whether internally produced by such Party or not), and financial schedules (whether internally produced by such Party or not); (d) memoranda and other documentation produced by either Party’s internal accounting staff, legal staff, executive officers, Board of Directors, or any director; and
(e) all materials, documentation’s or other tangible products or services and confidential information which each party has created or will create or will produce within the next three months as a result of or in consideration of this relationship, which shall be considered by each such party to be confidential, proprietary information, the exclusive property of the party disclosing the same. Notwithstanding the terms of this agreement, the parties acknowledge that each of the parties may in good faith obtain other confidential information from third parties which are not subject to the terms of this agreement. 2. Confidentiality of information. Each of the parties shall protect all information, including all technical information, including, but not limited to, technical specifications, drawings, specifications, plans, schematics, blueprints, specifications, information concerning materials or processes, designs, designs, computer or numerical controlled devices, formulas and formulas, databases, information, data, or other material of the other party which is confidential’” for the purposes of tagreementent‗ by such means and to such extent as the other(s) shall determine. Such protection shall include but not be limited to, obtaining and keeping in the strictest confidence all documents, including any electronic files, which are confidential’”, or which relate to such confidential’”. All material, information, and information of the nature referred to in this paragraph shall be maintained under all circumstances and by all means which will ensure prompt destruction of all copies, digital images, scans, or other reproductions of all material, information, and information of the nature referred to in this paragraph. 3. Limitation of liability. Neither the company nor its agents shall be liable for any loss or damage to any nature or nature which may arise out of or results from: (a) any use of the information or materials, such as; (b) the use of or the loss or corruption of information or material; (c) the unauthorized use of information or materials or its unauthorized loss or corruption; (d) any improper use of materials or materials; or (e) any use of information or materials which are not as described in this agreement. 4. Restrictions on use. Neither the company nor its agents shall use, or allow any other person to use, information or materials which are confidential’”. 5. Disposal of confidential information and materials. Only the following shall receive such protection as is deemed necessary by each of the parties: (a) all business cards, business cards of suppliers or suppliers ‖