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Example Advertising Vendor Confidentiality Agreement
Example Advertising Vendor Confidentiality Agreement
University of Delaware Research Office Revised April 2013
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
This Confidentiality and Nondisclosure Agreement (the “Agreement”) is entered into by and
between_______, a business with a principal place of business in ____ (hereinafter referred to as “First
Party”) and _____, with an office in Newark, Delaware (hereinafter referred to as Second Party”). First
Party and Second Party may be collectively referred to as the “Parties” or individually as a “Party.” This
Agreement shall be effective as of the date of the last-executed signature below (the Effective Date”).
WHEREAS, the Parties mutually desire to enter frank and open discussions with respect to a potential
and mutually beneficial business relationship;
WHEREAS, each Party may exchange through correspondence and during discussions Confidential
Information and materials;
WHEREAS, the Parties, for their mutual benefit and in contemplation of the foregoing, may exchange
Confidential Information (as defined below) during the term of their relationship; and
WHEREAS, the Parties wish to define their respective rights and obligations with respect to such
Confidential Information.
NOW, THEREFORE, in consideration of the mutual covenants herein, intending to be legally bound,
the Parties agree as follows:
(1) This Agreement is between First Party and Second Party, AND NOT WITH THE
UNIVERSITY OF DELAWARE. THE UNIVERSITY OF DELAWARE INCURS NO LIABILITY
ASSOCIATED WITH THIS AGREEMENT.
(2) The term “Confidential Information” means information which is of a non-public, proprietary or
confidential nature to the disclosing Party, its subsidiaries or affiliates, or to any third parties to
whom the disclosing Party owes a duty of confidentiality, including, but not limited to, all reports
and analyses, technical and economic data, studies, forecasts, trade secrets, research or business
strategies, inventions, financial or contractual information, or other written or oral information
regarding the disclosing Party and its affiliates. Confidential Information may be in any form
whatsoever, including, but not limited to, writings, computer programs, logic diagrams,
component specifications, drawings or other media. All such information disclosed by either
Party to the other, whether orally, in writing, by inspection or otherwise, shall be deemed to be
Confidential Information of the disclosing Party unless otherwise expressly agreed in writing by
the Party disclosing such information, provided that such information is marked as “confidential”
or bears a similar legend or is information that the receiving Party knows, or reasonably should
have known, is the Confidential Information of the disclosing Party. If Confidential Information
is conveyed orally, the disclosing Party shall identify that it is Confidential Information at the
time of disclosure and shall confirm the same in writing no later than thirty (30) days after the
information has been conveyed. In the event Confidential Information is inadvertently disclosed
without the appropriate legend, the disclosing Party shall so notify the receiving Party
immediately upon discovery of the disclosure and shall further re-supply the disclosed
information marked with the appropriate legend, upon which the receiving Party shall return all
copies thereof that were supplied without the legend. The Parties shall cooperate to protect the
confidentiality of Confidential Information originally disclosed without a legend to the extent
possible. “Confidential Information” shall also include the fact that the Parties are discussing the
Purpose and the status of any negotiations related to such Purpose.
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