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Disclosing Party:
[Company/Individual Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Address]. -
Receiving Party:
[Company/Individual Name], a [business entity type] organized and existing under the laws of the state of [State], with its principal place of business at [Address].
Both parties, having the legal capacity to enter into this Agreement, agree as follows:
1. Purpose
1.1. The Disclosing Party possesses confidential and proprietary information, and the Receiving Party agrees to protect such information from unauthorized use or disclosure.
1.2. The purpose of this Agreement is to ensure that sensitive information remains secure and protected, particularly regarding business operations, trade secrets, customer data, and proprietary systems.
2. Definition of Confidential Information
2.1. Confidential Information includes, but is not limited to:
- Business plans, financial records, pricing strategies, and marketing data.
- Customer and supplier lists, contracts, and agreements.
- Technical data, product designs, software, source codes, and intellectual property.
- Employee records, payroll details, and operational procedures.
- Any other non-public information disclosed in writing, orally, or by demonstration.
2.2. Confidential Information does not include information that:
- Is publicly available at the time of disclosure.
- Becomes public through no fault of the Receiving Party.
- Is independently developed without reference to the Disclosing Party’s information.
- Is lawfully obtained from a third party without an obligation of confidentiality.
3. Obligations of the Receiving Party
3.1. The Receiving Party agrees to:
- Use the Confidential Information solely for the purpose specified in this Agreement.
- Maintain strict confidentiality and exercise reasonable care to prevent unauthorized disclosure.
- Restrict access to Confidential Information to employees or contractors who need to know and are bound by similar confidentiality obligations.
- Immediately notify the Disclosing Party of any suspected or actual unauthorized disclosure.
3.2. The Receiving Party shall not:
- Disclose, distribute, or reproduce Confidential Information without prior written consent.
- Use Confidential Information for personal gain or competitive advantage.
4. Information Security Measures
4.1. The Receiving Party shall implement the following security measures:
- Use encrypted storage and transmission for sensitive data.
- Restrict access to Confidential Information with multi-factor authentication.
- Regularly update cybersecurity protocols to prevent unauthorized access.
- Secure physical copies of documents in locked cabinets or restricted-access areas.
5. Duration of Confidentiality Obligations
5.1. The obligations under this Agreement shall remain in effect:
- For a period of [X] years after the disclosure of Confidential Information.
- Indefinitely for trade secrets, unless otherwise specified by law.
6. Return or Destruction of Information
6.1. Upon termination of this Agreement or upon request of the Disclosing Party, the Receiving Party shall:
- Return all Confidential Information and related materials.
- Permanently delete any electronic records of Confidential Information.
- Provide written certification confirming the destruction or return of materials.
7. Legal Remedies and Indemnification
7.1. The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm and agrees that the Disclosing Party may seek:
- Injunctive relief to prevent further breaches.
- Monetary damages for any losses suffered.
- Reimbursement of legal costs and attorney fees incurred due to breach.
7.2. The Receiving Party shall indemnify and hold harmless the Disclosing Party against any third-party claims resulting from security breaches caused by negligence.
8. Governing Law and Dispute Resolution
8.1. This Agreement shall be governed by and construed under the laws of the state of [State].
8.2. Any disputes shall first be resolved through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration in [City, State], under the rules of the American Arbitration Association.
9. Miscellaneous Provisions
9.1. No License or Ownership Rights – This Agreement does not grant any rights or licenses to the Receiving Party for the Disclosing Party’s intellectual property.
9.2. Amendments – Any modifications to this Agreement must be in writing and signed by both parties.
9.3. Severability – If any provision is deemed invalid, the remaining provisions shall continue in full force and effect.
9.4. Entire Agreement – This Agreement constitutes the complete understanding between the parties and supersedes all prior agreements.
10. Notices
All notices required under this Agreement shall be in writing and sent via certified mail, email, or in person to the following addresses:
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Disclosing Party:
[Company/Individual Name]
[Address]
[Email Address] -
Receiving Party:
[Company/Individual Name]
[Address]
[Email Address]
11. Signatures
IN WITNESS WHEREOF, the parties have executed this Confidentiality and Information Security Agreement as of the date first written above.
Disclosing Party:
By: ___________________________
Title: __________________________
Date: __________________________
Receiving Party:
By: ___________________________
Title: __________________________
Date: __________________________