THIS AGREEMENT is made on this day of XXX(the “Effective
Date”) by and between;
(1) [Insert your name] [insert description of the Discloser/whether a company or private
individual and details including physical address] (the “Discloser”);
(2) [insert name of the recipient] [insert description of the Discloser/whether a company or
private individual and details including physical address] (the Recipient), (each of the
Discloser and the Recipient being a party and together the Discloser and the Recipient are
the parties).
A The Discloser carries on the business of [insert the description of the business/services that
the Discloser is engaged in] and the Recipient is [insert the description of the
business/services that the Recipient is engaged in].
B The Discloser wishes to disclose Confidential Information to the Recipient in relation to the
[insert the Project in which the Discloser intends to disclose the information about] they are
undertaking and to:
(a) regulate the Use of the Confidential Information by the Recipient;
(b) preserve the confidentiality of the Confidential Information; and
(c) protect its interest in the Confidential Information.
NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties do hereby agree as follows:
1. The Parties shall use reasonable efforts to maintain the confidentiality of the
information and materials, whether oral, written or in any form whatsoever, of the other that may be
reasonably understood, from legends, the nature of such information itself and/or the circumstances of
such information’s disclosure, to be confidential and/or proprietary thereto or to third parties to which
either of them owes a duty of nondisclosure (collectively, “Confidential Information”);
2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of
any information or materials shall terminate as to any information or materials which: (i) are, or become,
public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the
proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a
third party after reasonable inquiry regarding the authority of such third party to possess and divulge the
same; (iv) are independently developed by such person from sources or through persons that such
person can demonstrate had no access to Confidential Information; or (v) are lawfully known by such
person at the time of disclosure other than by reason of discussions with or disclosures by the Parties.
3. All Confidential Information delivered pursuant to this Agreement shall be and remain
the property of the disclosing Party, and any documents containing or reflecting the Confidential
Information, and all copies thereof, shall be promptly returned to the disclosing Party upon written
request, or destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting
or conferring any rights by license or otherwise, express or implied, regarding any idea made,
conceived or acquired prior to or after the Effective Date, nor as granting any right with respect to the
use or marketing of any product or service. The Parties shall use the Confidential Information only for
the Business Relationship.

The obligations of the Parties under this Agreement shall continue and survive the completion or
abandonment of the Business Relationship and shall remain binding for a period of two (2) years
from the Effective Date.
4. As a violation by Recipent of this Agreement could cause irreparable injury to the
Discloser and as there is no adequate remedy at law for such violation, the non-breaching Party
may, in addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a
court of equity for violating or threatening to violate this Agreement.
5. Neither Party makes any representation or warranty with respect to any Confidential
Information disclosed by it, nor shall either Party or any of their respective representatives have any
liability hereunder with respect to the accuracy or completeness of any Confidential Information or
the use thereof.
6. Any provision of this Agreement held or determined by a court (or other legal
authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be
deemed separate, distinct and independent, and shall be ineffective to the extent of such holding or
determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or
(ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b)
effective on the first business day following the date of receipt, and (c) delivered by one of the
following means: (i) by personal delivery; (ii) by prepaid, overnight package delivery or courier
service; or (iii) by the United States Postal Service, first class, certified mail, return receipt requested,
postage prepaid. All notices given under this Agreement shall be addressed to the addresses stated at
the outset of this Agreement, or to new or additional addresses as the Parties may be advised in
8. This Agreement is to be governed by and construed in accordance with the laws of the
state of [insert jurisdiction]. Neither Party shall be deemed to waive any of its rights, powers or
remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is
binding upon and inure to the benefit of the Parties and their successor and assigns.
9. This Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and
exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,
representations, promises and understandings, whether written or oral. Neither Party is to be bound by
any pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders,
quotations, acknowledgments, invoices, or other instruments. This Agreement may be amended or
modified only by an instrument in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized officers on the day and year first above written.



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