DISCLOSURE AGREEMENT
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This Disclosure Agreement (the "Agreement") is entered into this 1st day of January 2050 (the "Effective Date"), by and between PARTY A (the "Disclosing Party"), a [Your Company Name] having its principal place of business at [Your Company Address], and PARTY B (the "Receiving Party"), a consulting firm, [Your Company Address].
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BACKGROUND
The Disclosing Party possesses certain confidential and proprietary information related to its business undertakings, including but not limited to innovative technologies, strategic plans, customer data, and financial records. The details of this information necessitate preservation from unauthorized disclosure to protect the competitive advantage and interests of the Disclosing Party. The Receiving Party acknowledges the confidential nature of the information and agrees to receive and maintain it in strict confidence.
PURPOSE
This Agreement is designed to govern the conditions under which the Disclosing Party will disclose Confidential Information to the Receiving Party. The Receiving Party agrees to leverage this information strictly for the purpose(s) outlined in this Agreement, which may include evaluating potential business opportunities, exploring collaboration, or facilitating ongoing business relationships. The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
CONFIDENTIAL INFORMATION
For this Agreement, "Confidential Information" refers to any data or information disclosed by the Disclosing Party to the Receiving Party, whether in tangible or intangible form, that is not generally known to the public and is considered proprietary and confidential by the Disclosing Party. This may include, but is not limited to, trade secrets, business plans, financial forecasts, product specifications, customer lists, marketing strategies, and any other information deemed confidential by the Disclosing Party.
OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to use the Confidential Information solely for the purposes outlined in this Agreement and to exercise the same degree of care and protection concerning the Confidential Information as it uses to protect its confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall restrict access to the Confidential Information to only those employees or authorized representatives who have a need to know such information for the specified purpose and who are bound by confidentiality obligations no less restrictive than those outlined in this Agreement.
PENALTY FOR BREACH
In the event of any breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled, in addition to any other rights or remedies available at law or in equity, to seek injunctive relief to enforce the provisions of this Agreement without the necessity of posting a bond or proving actual damages. The Receiving Party acknowledges that damages may be an inadequate remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek specific performance of the terms herein.
COMPLIANCE WITH LAW
Both Parties agree to comply with all applicable local, state, national, and international laws and regulations relating to the protection, use, and disclosure of Confidential Information, including but not limited to laws governing data privacy, intellectual property, and trade secrets.
TERMINATION
This Agreement shall remain in effect for one (1) year from the Effective Date unless terminated earlier by mutual written agreement of the Parties or as provided herein. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession or control and certify in writing to the Disclosing Party that such return or destruction has been completed.
GOVERNING LAW
This Agreement shall be governed by and construed by the laws of the jurisdiction of the Disclosing Party, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be resolved exclusively by the courts located in the jurisdiction of the Disclosing Party.
SIGNATURE
IN WITNESS WHEREOF, the Parties hereto have duly executed this Confidential Information Agreement as of the date first below written.
[Your Name]
[Date Signed]
[Your Company Email]
[PARTY A'S Name]
[Date Signed]
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