1. Purpose

The purpose of this Agreement is to outline the terms and conditions governing the disclosure of certain confidential and proprietary information (the “Information”) by the Disclosing Party to the Recipient.

2. Definition of Information

“Information” means any and all information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or in any other form, that relates to the Disclosing Party’s business, products, services, technology, customers, or any other confidential or proprietary information.

3. Obligations of Recipient

The Recipient agrees to:

• Keep the Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.  
• Use the Information exclusively for information purposes
• Protect the Information with the same degree of care that it uses to protect its own confidential information of similar nature.
• Not copy, reproduce, or modify the Information without the prior written consent of the Disclosing Party.
• Return or destroy all tangible forms of the Information upon request by the Disclosing Party.

4. Exclusions

The obligations of confidentiality under this Agreement shall not apply to any Information that:

• Is or becomes publicly known through no fault of the Recipient.
• Was already known to the Recipient prior to its disclosure by the Disclosing Party.
• Is independently developed by the Recipient without use of the Information.
• Is rightfully obtained by the Recipient from a third party without restriction on disclosure.
• Is required to be disclosed by law or court order, provided that the Recipient provides the Disclosing Party with prompt written notice of such requirement.

5. Term and Termination

This Agreement shall remain in effect for a period of 2 years from the Effective Date. This Agreement may be terminated by either party upon written notice to the other party.

6. Remedies

The Disclosing Party shall be entitled to seek injunctive relief or other equitable remedies to prevent any unauthorized disclosure or use of the Information. The Disclosing Party shall also be entitled to recover any damages, including attorneys’ fees, resulting from any breach of this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of United States

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.  

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Important Notes:

• Consult with an attorney: It’s crucial to have an attorney review this template and customize it to fit your specific situation and ensure it complies with applicable laws.
• Specify the purpose: Clearly define the purpose of the disclosure to avoid any ambiguity or misuse of the information.
• Identify the information: Be as specific as possible when describing the type of information being disclosed.
• Consider the duration: Determine an appropriate time frame for the agreement, considering the nature of the information and the purpose of the disclosure.

This template provides a solid foundation for your Disclosure Agreement. Remember to adapt it to your unique circumstances and seek legal counsel for a comprehensive and legally sound document.