CONFIDENTIALITY AGREEMENT
The Parties would like to explore whether they have a mutual interest in pursuing a potential employment, consulting, or commercial relationship between them (the “Purpose”). The Parties acknowledge and agree that in connection with the discussions between them, the Disclosing Party will have to disclose to the Receiving Party certain confidential information, and the Parties wish to enter into this Agreement to ensure that all such confidential information of the Disclosing Party is fully protected from any unauthorized disclosure or use.
In consideration of the mutual promises and agreements contained herein, the Parties hereby agree as follows:
1. Confidential Information. This Agreement shall apply to all confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party, orally or in writing, including, without limitation, trade secrets, know-how, data, formulae, processes, specifications, methods, technologies and designs (collectively, “Confidential Information”). Confidential Information shall not be deemed to include information which at the time of disclosure or thereafter (a) is generally available to the public (other than as a result of a disclosure by the Receiving Party), (b) is available to the Receiving party on a nonconfidential basis from a source other than the Disclosing Party, provided such source is not bound by a confidentiality obligation to the Disclosing Party or otherwise prohibited from transmitting such information to the Receiving Party by a contractual, legal or fiduciary obligation, or (c) has been independently developed by the Receiving Party, as evidenced by the Receiving Party’s written records.
2. Nondisclosure. The Receiving Party will hold the Confidential Information in strict confidence, will use it only for the purpose of pursuing the Purpose, and shall not disclose or make available any Confidential Information to any third party.
3. Required Disclosures. If the Receiving Party is required by law to disclose any of the Confidential Information or any of the terms, conditions or other facts with respect to the Purpose and the potential relationship between the Parties, the Receiving Party will immediately notify the Disclosing Party of such requirement prior to making any disclosure. If the Receiving Party complies with the foregoing, the Receiving Party shall have no liability to the Disclosing Party to the extent such disclosure is required by law, provided the Receiving Party makes reasonable efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by the tribunal requiring disclosure.
4. Return or Destroy. Upon the written request of the Disclosing Party, the Receiving Party shall promptly (and in any event within five business days) return to the Disclosing Party all Confidential Information and all copies thereof if in written or other tangible form. Where impractical to return copies, such copies shall be destroyed.
5. No License. Nothing contained in this Agreement shall be construed as granting the Receiving Party any rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement.
6. Remedies. The Parties recognize and agree that any breach or violation of this Agreement by the Receiving Party will cause irreparable harm to the Disclosing Party not adequately compensable by money damages. The Disclosing Party may, therefore, seek injunctive relief to prevent an actual or threatened breach or violation of this Agreement. The Parties consent to jurisdiction and venue of any state or federal court in _____________ for the purposes of any suit hereunder, and to service of process by certified or registered mail, return receipt requested.
7. Complete Agreement This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and may be amended, and compliance with the provisions of this Agreement may be waived, only by a written instrument signed by all the Parties.
IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as an agreement under seal.