Confidentiality Agreement

To induce [name] (Company) to retain [name] (Promisor) as an outside consultant and/or contractor and to furnish Promisor with certain information that is proprietary and confidential, Promisor hereby warrants, represents, covenants, and agrees as follows:

1. Promisor in the course of Promisor's engagement by Company may or will have access to or learn certain information belonging to Company that is proprietary and confidential (Confidential Information).

2. "Confidential Information" as used throughout this Agreement means any secret or proprietary information relating directly to Company's business and that of Company's affiliated companies and subsidiaries, including, but not limited to, products, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, business acquisition plans, new personnel acquisition plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs, trade "know-how," trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, and other business affairs of Company and Company's affiliated companies and subsidiaries.

3. Promisor agrees that Promisor will keep strictly confidential all Confidential Information and will not, without Company's express written author, nation, signed by one of Company's authorized officers, use or sell, market or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose. Promisor further agrees that Promisor will not make any copies of the Confidential Information except upon Company's written authorization, signed by one of Company's authorized officers, and will not remove any copy or sample of Confidential Information from Company's premises without such authorization.

4. Upon receipt of a written request from Company, Promisor will return to Company all copies or samples of Confidential Information that, at the time of the receipt of the notice, are in Promisor's possession.

5. The obligations imposed on Promisor shall continue with respect to each unit of the Confidential Information following the termination of the business relationship between Promisor and Company, and such obligations shall not terminate until such unit shall cease to be secret and confidential and shall be in the public domain, unless such event shall have occurred as a result of wrongful conduct by Promisor or Promisor's agents, servants, officers, or employees or a breach of the covenants set forth in this Agreement.

6. Promisor acknowledges and agrees that a breach of the provisions of Paragraph 3 or Paragraph 4 of this Agreement would cause Company to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, Promisor agrees that Company shall have the right to seek specific performance of the provisions of Paragraph 3 to enjoin a breach or attempted breach of the provisions thereof, such right being in addition to all other rights and remedies that are available to Company at law, in equity, or otherwise.

7. If any provision of this Agreement or its application is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the other provisions and applications therein shall not in any way be affected or impaired.

8. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and may not be modified, changed, or amended, except by a writing signed by the pang to be charged.

9. Further Actions. Whether or not specifically required under the terms of this Agree­ment, each party will execute and deliver such documents and take such further actions as may be necessary in order for such party to perform all of his, her, or its obligations specified herein or reasonably implied from the terms hereof.

9. Mutual Understanding. Each party has read this entire Agreement, fully under­stands the contents hereof, has had the opportunity to obtain independent advice as to its legal effect, and is under no duress or obligation of any kind to execute it. This Agreement reflects the mutual understanding of the parties with respect to all subject matter addressed herein and...


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