Prepared for: [Party Receiving Confidential Information]
Created by: [Party Disclosing Confidential Information]
Date: [Date of Agreement]

This Confidentiality Agreement (the "Agreement") is entered into between [Party Disclosing Confidential Information], located at [Address], and [Party Receiving Confidential Information], located at [Address] (hereinafter referred to as the "Receiving Party" and the "Disclosing Party," respectively).

1. CONFIDENTIAL INFORMATION Confidential information refers to any and all proprietary and sensitive information, whether oral, written, or electronic, that is disclosed by the Disclosing Party to the Receiving Party. This information includes, but is not limited to:

  • Business plans, strategies, financial records, and forecasts
  • Trade secrets, technical specifications, and product designs
  • Customer and supplier information, pricing and sales data
  • Marketing strategies, advertising plans, and promotional materials
  • Any other non-public information that is not generally known or readily available to the public

2. PROTECTION OF CONFIDENTIAL INFORMATION The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating a potential business relationship or fulfilling the obligations under any existing agreements between the parties. The Receiving Party agrees to exercise reasonable care to protect the Confidential Information and prevent unauthorized access or disclosure.

3. NO COPYING/MODIFYING The Receiving Party agrees not to copy, reproduce, modify, or reverse engineer any of the Confidential Information without the prior written consent of the Disclosing Party.

4. NO DISCLOSURE TO EMPLOYEES The Receiving Party agrees not to disclose the Confidential Information to any third party, including employees, unless such third party has a need to know the information for the purposes outlined in this Agreement and is bound by similar confidentiality obligations.

5. UNAUTHORIZED DISCLOSURE OF INFORMATION In the event that the Receiving Party becomes aware of any unauthorized disclosure of the Confidential Information, they shall promptly notify the Disclosing Party and take reasonable steps to mitigate the damage caused by such disclosure.

6. RETURN OF CONFIDENTIAL INFORMATION Upon request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in their possession, except as required by law.

7. NO WARRANTY The Disclosing Party makes no warranties or representations as to the accuracy or completeness of the Confidential Information disclosed. The Receiving Party shall not rely on the Confidential Information for any purpose other than the intended use specified in this Agreement.

8. LIMITED LICENSE This Agreement grants the Receiving Party a limited, non-transferable license to use the Confidential Information solely for the purposes outlined in this Agreement. No other rights or licenses are granted.


  • Term: This Agreement shall remain in effect for a period of [duration] from the date of execution. The obligations under this Agreement shall survive the termination of any relationship between the parties.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain valid and enforceable.
  • Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements, whether oral or written.

Important Note: The Receiving Party acknowledges that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may not provide adequate relief. As such, the Disclosing Party shall have the right to seek injunctive relief or other equitable remedies in the event of a breach of this Agreement.


IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first set forth above.

Disclosing Party:
Signature: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________

Receiving Party:
Signature: ____________________________
Name: ____________________________
Title: ____________________________
Date: ____________________________