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This Confidentiality Agreement (the “Agreement”) is made effective as of 23-Jun-2020 03:28, between [OWNER OF CONFIDENTIAL INFORMATION], of [ADDRESS], [CITY], [ZIP CODE], and [RECIPIENT OF CONFIDENTIAL INFORMATION], of [ADDRESS], [CITY], [ZIP CODE].
Definition of Confidential Information: Panda Tip: This is where you will want to identify the confidential information.
Reasons for Disclosing Confidential Information: Panda Tip: Identify the reasons for why you are disclosing the confidential information.
Following is a discussion of the more important issues to be considered when negotiating and drafting a conﬁdentiality agreement. The parties must deﬁne “conﬁdential.” The party disclosing the conﬁdential information most likely would want the deﬁnition to be very inclusive and the recipient would like the deﬁnition to be very narrow.
The deﬁnition provided in Information File C5-81, Sample One-Sided Conﬁdentiality Agreement is fairly inclusive and illustrates the breadth of items that can be deﬁned as conﬁdential. The agreement must detail how the conﬁdential information will be handled by the recipient.
The recipient’s failure to treat the conﬁdential information in compliance with these requirements will result in a breach.
Typical requirements include not disclosing the object and scope of the discussions between the parties, not using the conﬁdential information other than for the speciﬁed purpose agreed to by the parties, and not disclosing the conﬁdential information to persons or entities other than the employees or agents of the recipient without the prior written consent of the disclosing party.Typically, the transfer of rights would not be the subject of a conﬁdentiality agreement, but rather a development or joint venture agreement should the parties determine to work together using the conﬁdential information.Even then, however, it may not be in the best interest of the owner of the conﬁdential information to transfer any portion of its ownership rights in the conﬁdential information. The conﬁdentiality agreement must also specify the time period during which conﬁdential information will be disclosed and the time period during which the conﬁdentiality of the information is to be maintained.The terms detailed below, however, should be considered as basic requirements for any conﬁdentiality agreement.With the key terms detailed in a written agreement, the parties will have reasonable expectations about services to be performed under the agreement and the consequences if those expectations are not met. Parties negotiating and contemplating entering into a conﬁdentiality agreement should consult with competent legal advisors.These periods may or may not be the same, and they need not be speciﬁed by exact dates (years, months, weeks, etc.).For example, the Sample One-Sided Conﬁdentiality Agreement form and Sample Mutual Conﬁdentiality Agreement form provide that disclosure will occur for so long as the parties are discussing a possible business relationship, but the obligation of conﬁdentiality survives until an exception to the obligation of maintaining conﬁdentiality arises.When a conﬁdant breaches his or her obligations under a conﬁdentiality agreement, he or she is subject to remedies available to the disclosing party.These remedies may include equitable relief and monetary damages.___Business records and plans ___Financial statements ___Customer lists and records ___Trade secrets ___Technical information ___Products ___Inventions ___Product design information ___Pricing structure ___Discounts ___Costs ___Computer programs and listings ___Source code and/or object code ___Copyrights and other intellectual property ___Other proprietary information________________________________ B. [RECIPIENT] understands and acknowledges that the Confidential Information has been developed or obtained by [OWNER] through the contribution of time, effort, expense and creativity, and that the Confidential Information is a valuable, asset of [OWNER] which provides [OWNER] with a significant advantage, therefore said Confidential Information needs to be protected from improper disclosure. [RECIPIENT] shall not disclose any Confidential Information to any employees of [RECIPIENT], except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. If it appears that [RECIPIENT] has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, [OWNER] shall be legally entitled to an injunction to restrain [RECIPIENT] from disclosing, in whole or in part, the Confidential Information. Upon the written request of [OWNER], [RECIPIENT]shall return to [OWNER] all written materials containing the Confidential Information. [RECIPIENT] acknowledges and agrees that the Confidential Information is provided on an AS IS basis.Confidential Information does not include (select all that apply): ___Matters of public knowledge that result from disclosure by [OWNER] ___Information rightfully received by [RECIPIENT] from a third party without a duty of confidentiality ___Information independently developed by [RECIPIENT] ___Information disclosed by operation of law ___Information disclosed by [RECIPIENT] with the prior written consent of [OWNER] and any other information that both parties agree in writing is not confidential. In consideration for the disclosure of the Confidential Information, [RECIPIENT] agrees to not disclose and hold in confidence the Confidential Information to any person or entity without the prior written consent of [OWNER]. Each permitted employee to whom Confidential Information is disclosed will sign a nondisclosure agreement substantially the same as this Agreement following the request of [OWNER]. [OWNER] shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. [RECIPIENT] shall additionally deliver to [OWNER] written statements signed by [RECIPIENT] certifying that all materials have been returned within five (5) days of receipt of the request. [OWNER] MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.