CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the “Agreement”) has been made on [insert date] by and between
[Insert name of Party A] whose registered address is [Insert address] (“Disclosing Party”); and [Insert
name of Party B] whose registered address is [Insert Address] (“Receiving Party”) concerning any
personal and/or professional occurrences related to the Disclosing Party, whether disclosed
deliberately or accidentally.
1. Introduction
For the purpose of providing specific services, works or tasks on a “work for hire basis”, the
Disclosing Party`s requirements shall be to prevent the disclosing, in any form or manner, of personal
and confidential information accessed by the Receiving Party during his/her tenure at the Disclosing
Party’s residence. The Receiving Party shall be barred from disclosing personal or professional
information in any form of media including but not limited to photos, videos and audios without the
Disclosing Party’s consent. The Parties have agreed that disclosure and use of Confidential
Information shall be made on the terms and conditions of this Agreement.
2. Definitions
In this Agreement “Confidential Information” means any and all information, oral as well as written,
that the Receiving Party receives from the Disclosing Party, being in a personal or professional
capacity, and which is related to any and all Publications content, the Publication whether as whole or
in part, and the Disclosing Party’s business and marketing concept, know-how, marketing planning,
strategies, research and development, research and development plans and results, inventions,
information, know-how, specifications, strategies, research and development, and the like.
Confidential Information includes, but is not limited to, the Publication and its content, descriptions,
service offering, texts and the Publication in all format and correspondences that have not otherwise
been made publicly available.
3. Confidentiality Undertaking
The Receiving Party undertakes to:
a) keep secret and hold in confidence any Confidential Information;
b) not, without the written consent of the Disclosing Party, use the Confidential Information for any
purpose other than the Purpose, or such other purpose as may be agreed upon in writing between the
Parties;
c) take all steps necessary to prevent Confidential Information from being disclosed or delivered to
any other person or associate than those employees or advisers of the Receiving Party directly
concerned with the information
d) see to it that all persons who receive Confidential Information on behalf of the Receiving Party are
duly notified of this obligation of confidentiality. However, such notice will not disclaim the
Receiving Party from responsibility for the person or associate in question or otherwise under this
Agreement;
e) not make any record or copy of any drawing, description, specification, or other document or other
embodiment of the Confidential Information without the prior written consent of the Disclosing Party;
f) not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information
underlying, the Confidential Information.
4. Degree of Care.
Receiving Party shall take the same degree of care that it uses to protect its own confidential and
proprietary information of similar nature and importance (but in no event less than reasonable care) to
protect the confidentiality and avoid the use, disclosure, publication or dissemination of the
Proprietary Information of Disclosing Party.
Receiving Party shall not, and shall cause its Representatives to not, decompile, disassemble or
otherwise reverse engineer (except to the extent expressly permitted by applicable law,
notwithstanding a contractual obligation to the contrary) any Proprietary Information or any portion
thereof, or determine or attempt to determine any source code, algorithms, methods or techniques
embodied in any Proprietary Information or any portion thereof. Receiving Party shall not use
Proprietary Information for any purpose or in any manner that would constitute a violation of any
laws or regulations of the United States.
5. Intellectual Property Rights
The Receiving Party acknowledges that ownership of the Confidential Information including all
Intellectual Property Rights in the Confidential Information and other works that may be formed as a
result of the confidential information remains vested in and shall vest in the Disclosing Party and its
licensors, and that no license or right is granted other than to the extent expressly set out in this
Agreement.
6. Non-Compete.
The Receiving Party agrees not to directly or indirectly compete with the Disclosing Party and its
successors and assigns during the Engagement Period and for a period of one year following the
termination of this engagement.
7. Permitted Disclosure
The confidentiality undertaking set forth in Section 3 above shall not apply if the Receiving Party:
a) can establish that the confidential information is or became available to the public other than as a
result of a disclosure by the Receiving Party in breach of this Agreement or any confidentiality
undertaking;
b) that it is required to disclose by law or by the rules of any regulatory body to which the Receiving
Party is subject.
8. Return of Confidential Information
The Receiving Party shall, regardless of its medium, immediately destroy or return, as requested, all
received Confidential Information upon written request from the Disclosing Party and the Receiving
Party shall thereafter not use received Confidential Information for any purposes whatsoever. The
Receiving Party undertakes to, upon request by the Disclosing Party, certify in writing that such
destruction or return has occurred.
9. Unauthorized Use
Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use
or disclosure of Confidential Information by the Receiving Party.
10. Term and Termination
This Agreement shall become effective on the day it has been duly signed by both Parties (the
“Effective Date”). The provisions of this Agreement shall however apply retroactively to any
Confidential Information, which may have been disclosed in connection with discussions and
negotiations regarding the Purpose prior to the Effective Date. This Agreement shall remain in force
for ten years from the Effective Date.
11. Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the subject matter
of this Agreement and supersedes all previous and contemporaneous negotiations and understandings
between the Parties, whether written or oral.
12. Changes and Additions
Changes and additions to this Agreement, including to this provision, must be in writing and duly
executed by all Parties.
13. Severance
If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other
competent authority, the remainder of that provision and all other provisions of this Agreement will
remain in full force and effect and will not in any way be impaired.
14. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of this
Agreement, including the interpretation and validity of the terms thereof and the respective rights and
obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall
be settled through Litigation.
15. Jurisdiction and Governing Law
The jurisdiction for this Agreement is global and worldwide. This Agreement shall be governed by
and construed in accordance with the laws of Florida, USA, without regard to its choice of law
provisions and the Courts of California, USA.
This Agreement has been duly executed in two original copies on the date as set forth above, of
which the Parties have taken one copy each.
SIGNED by:
__________________________________________________________
for and on behalf of [Insert Disclosing Party’s Name]
SIGNED by:
__________________________________________________________
for and on behalf of [Insert
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