Warning:
These forms are provided AS IS.  They may not be any good.  Even if they are good in one state or jurisdiction, they may not work in another.  And the facts of your situation may make these forms inappropriate for you.  They are for informational purposes only, and you should consult an attorney before using them.

Confidentiality Agreement

This is an agreement ("Agreement") between ____________ ("Company") and ___________ ("Contractor") regarding the Company's disclosure of certain information and the Contractor's treatment of that information.

The information that the Company may disclose to the Contractor consists of the following:

And there may be other, ancillary information that the Company also discloses to the Contractor. All this information is collectively referred to as the " Confidential Information".

In consideration of the Company's disclosure of the Confidential Information for the Contractor to use it to _____________, the Contractor agrees to the following use and disclosure obligations:

Title to the Confidential Information and all related materials and documentation the Company deliverers to the Contractor will remain with the Company.

The Contractor agrees to treat such Confidential Information as secret if it is so marked, otherwise identified as such, or when, by its very nature, it deals with matters that, if generally known, would be damaging to the best interests of the Company, other contractors or potential contractors with the Company, or individuals or organizations about whom the Company keeps information. By way of example but not by way of limitation, information should be treated as confidential if it includes any proprietary documentation, materials, flow charts, codes, software, computer instructions, techniques, models, information, diagrams, know-how, trade secrets, data, business records, or marketing information.

The Contractor agrees not to disclose any Confidential Information to third parties and to use it solely for the purpose described in the introductory provisions of this Agreement. The Contractor will restrict circulation of the Confidential Information within its organization and then only to people in the Contractor's organization that have a need to know the Confidential Information for the purpose described in the introductory provisions of this Agreement.

The Contractor will be liable for the disclosure of such information whether the disclosure is intentional, negligent, or accidental, unless otherwise provided below.

The Contractor will not be liable for any unintentional disclosure of the Confidential Information that results despite the Contractor's exercise of at least the same degree of care as it normally takes to safeguard its own secrets. But this exception to the Contractor’s liability for disclosure of the Confidential Information will not apply if the Contractor's procedures are not reasonable given the nature of the Confidential Information or if the disclosure nevertheless results in liability to the Company.

The Contractor will not incorporate any portion of any Confidential Information into any work or product, other than a work product that will be delivered to the Company for the Company’s sole use. Also, the Contractor will have no proprietary interest in any of the Confidential Information. Furthermore, the Contractor will cause all individuals in its organization who have access to any Confidential Information to execute a confidentiality agreement incorporating the obligations in this Agreement.

The Contractor's obligation to maintain the confidentiality of the Confidential Information will not apply where any of the following apply:
 

• The Confidential Information was already in the Contractor's possession before disclosure by the Company, and such was received by the Contractor without obligation of confidence.
• The Confidential Information is developed independently by the Contractor.
• The Confidential Information is or becomes publicly available without breach of this Agreement.
• The Confidential Information is rightfully received by the Contractor from a third party without an obligation of confidence.
• The Confidential Information is disclosed by the Contractor with the written consent of the Company.
• The Confidential Information is released in accordance with a valid order of a court or governmental agency. But in such a case, the Contractor must first notify the Company of the order immediately upon the Contractor receiving it. And the Contractor also must make a reasonable effort to obtain a protective order from the issuing court or agency limiting disclosure and use of the Confidential Information solely for the purposes intended to be served by the original order of production.

The Contractor will return all originals of any Confidential Information and destroy any copies it has made on termination or expiration of this Agreement.

This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any previous statements or agreements, whether oral or written.

This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the Company and the Contractor.

No amendment or modification of any provision of this Agreement will be effective unless it is in writing and signed by both parties.

The failure of either party to demand strict performance by the other party of any of this Agreement will not be a waiver or relinquishment of any rights under this Agreement. And either party may at any later time demand strict and complete performance by the other party of the Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect to the extent that such does not create an absurdity.

This Agreement will be construed in accordance with the plain meaning of its language and neither for nor against the drafting party. And the headings used herein are for the sole sake of convenience and will not be used to interpret any section.

For any notice under this Agreement to be effective it must be made in writing and sent to the address of the appropriate party first appearing above, unless such party has notified the other party, in accordance with the provisions of this section, of a new mailing address.

The terms of this Agreement are continuing obligations.

The Contractor may not assign this Agreement or any of its rights or obligations under this Agreement without the prior, written consent of the Company.

This Agreement will be governed by the laws of _________, and venue for any disputes will lie exclusively with the appropriate court in __________ County, _______________.

Contractor                                                                                                         Company

By:                                                                                                                       By:

Date:                                                                                                                    Date:

Warning:
These forms are provided AS IS.  They may not be any good.  Even if they are good in one state or jurisdiction, they may not work in another.  And the facts of your situation may make these forms inappropriate for you.  They are for informational purposes only, and you should consult an attorney before using them.