Basic Mutual Confidentiality Agreement - Free Download
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OBS. Dette er en standardkontrakt, og du opfordres til at søge juridisk hjælp til at målrette
den til din egen brug.
This is a standard agreement, and we recommend that you consult with a professional
adviser to adapt it to your own use.
MUTUAL CONFIDENTIALITY AGREEMENT
This Mutual Confidentiality Agreement (the “Agreement”) is made and entered into this
[insert date] by and between [insert name] with its principal place of business located at
[insert address] (“Party A”) and [insert name] with its principal place of business located
at [insert address] (“Party B”) (hereinafter referred to individually as a “Party” and
collectively as “the Parties”).
WHEREAS, the Parties are desirous of exploring the possibility of entering into a
business relationship with regard to [insert description of business relationship] (the
“Purpose”) and, in this regard, will have discussions;
WHEREAS, in order to facilitate such discussions either Party may disclose to
the other Party certain information which the disclosing Party considers to be confidential,
proprietary and a valuable commercial asset; and
WHEREAS, the Parties desire to maintain the confidential and proprietary nature
of any such information;
NOW, THEREFORE, the Parties hereby agree as follows:
1. Definition of Confidential Information
(a) In this Agreement the term “Confidential Information” shall mean the terms and
conditions of this Agreement, the fact that discussions are taking place between the Parties
and the contents of the discussions, the fact that the Parties are exchanging Confidential
Information, and all information that is disclosed by one Party (the “Disclosing Party”) to
the other Party (the “Receiving Party”) and that relates to the Purpose, including, but not
limited to, [insert description of specific information or specific types of information
which is considered Confidential Information].
Any Confidential Information disclosed in tangible form shall be marked as
“CONFIDENTIAL” or “PROPRIETARY” or by a similar legend by the Disclosing Party
prior to disclosure.
Any Confidential Information disclosed orally or visually shall be identified as such prior
to, concurrent with or following disclosure and summarized in writing by the Disclosing
Party to the Receiving Party within thirty (30) calendar days of the disclosure.
(b) Notwithstanding anything to the contrary in this Agreement, Confidential
Information shall not include information which: (i) is in or comes into the public domain
without breach of this Agreement by the Receiving Party; (ii) was in the possession of the
Receiving Party prior to receipt from the Disclosing Party and was not acquired by the
Receiving Party from the Disclosing Party under an obligation of confidentiality or non-
use; (iii) is acquired by the Receiving Party from a third party not under an obligation of
confidentiality or non-use to the Disclosing Party; or (iv) is independently developed by
the Receiving Party without use of any Confidential Information of the Disclosing Party.
2. Obligations of Non-Disclosure and Non-Use