Confidentiality and Non-disclosure Agreement

12501856-1
This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT dated [AGREEMENT DATE] (the
Agreement”)
BETWEEN:
[RECEIVING PARTY], whose principal place of business is located at [RECEIVING PARTY PLACE OF
BUSINESS], (hereinafter, Receiving Party”)
and
[DISCLOSING PARTY], whose principal place of business is located at [DISCLOSING PARTY PLACE OF
BUSINESS] (hereinafter, Company”)
(each aParty and collectively, the Parties”)
RECITES:
A. The Parties consider it desirable for Company to disclose Confidential Information to the Receiving Party
for the limited purpose of [PURPOSE] (thePermitted Purpose”); and
B. The Parties wish to define herein the obligations of the Receiving Party with respect to the handling and
disclosure of Confidential Information that may be disclosed to the Receiving Party by Company in
connection with the Permitted Purpose.
TERMS
In consideration of the mutual covenants and conditions set forth herein, the Receiving Party, intending to
be legally bound, agrees as follows:
1. Definitions
(a) Business Information” includes, but is not limited to, information relating to intellectual property,
business plans, financial information, products, services, manufacturing processes and know-how, technical
information, sources of supply, strategic plans, advertising and marketing plans, customer lists, sales, profits, pricing
methods, personnel and business relationships.
(b) Confidential Information includes, but is not limited to, Company’s Intellectual Property
Information, Business Information and Trade Secrets, whether or not reduced to writing or other tangible expression,
which Company may disclose to the Receiving Party; provided however that Confidential Information shall not
include any information which (i) was already known to the Receiving Party prior to the time of disclosure by
Company as evidenced by written records, (ii) is available or becomes generally available to the public other than
through a breach of this Agreement by the Receiving Party, (iii) is acquired or received rightfully and without
confidential limitation by the Receiving Party from a third party, or (iv) is independently developed by the Receiving
Party without breach of this Agreement.
(c) Effective Datemeans the date written at the top of the first page of this Agreement;
(d) Intellectual Property Information includes, but is not limited to, information relating to research
and development, discoveries, improvements, processes, know-how, drawings, blueprints, specifications, samples,
formulae, notes, patents, copyrights, trademarks, trade names, and patent, trademark and copyright applications;
and
(e) Trade Secrets means information that (i) derives independent economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.
2. The Receiving Party agrees that it shall only use Confidential Information for the Permitted Purpose and for
no other purpose whatsoever.
3. The Receiving Party agrees to take all necessary and appropriate steps to keep confidential and protect
Confidential Information including: (i) restricting access to all Confidential Information received from the other to
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