Mutual Confidentiality Agreement
This Mutual Confidentiality Agreement ("Agreement") is made and entered into as of June 6, 2085 (the "Effective Date"), by and between [YOUR COMPANY NAME], a Oregon corporation with its principal place of business at Portland, OR 97201 ("Party A"), and BrandKat, a Houston corporation with its principal place of business at Houston, TX 77001 ("Party B"). Each of Party A and Party B may be referred to individually as a "Party" and collectively as the "Parties."
Purpose
The purpose of this Agreement is to protect the confidentiality of confidential information that may be disclosed by each Party to the other for the sole purpose of exploring a potential business relationship between the Parties (the "Purpose"). The Parties wish to ensure that such information is kept confidential and is not disclosed or used for any purpose other than the Purpose described herein.
Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation. It includes, but is not limited to, business plans, customer and supplier lists, financial plans, product designs, software, and intellectual property.
Exclusions from Confidential Information
Confidential Information shall not include information that:
is or becomes publicly known through no wrongful act or failure of the Receiving Party;
was in the Receiving Party's possession prior to receipt from the Disclosing Party, as shown by the Receiving Party's written records;
is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or
is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Obligations of Confidentiality
The Receiving Party agrees to:
Use the Confidential Information solely for the Purpose;
Restrict disclosure of the Confidential Information to employees, contractors, and agents who need to know such information for the Purpose and are bound by confidentiality obligations at least as restrictive as those contained herein;
Protect the Confidential Information with at least the same degree of care as the Receiving Party uses to protect its own confidential and proprietary information, but not less than a reasonable degree of care.
Term
This Agreement shall commence on the Effective Date and shall continue until the Parties agree otherwise in writing or the Confidential Information disclosed under this Agreement ceases to be confidential.
Return of Materials
Upon the termination of this Agreement or upon request of the Disclosing Party, the Receiving Party shall return or destroy all documents and materials containing Confidential Information and any copies thereof, and certify in writing that it has fully complied with the obligations of this paragraph.
Miscellaneous
This Agreement constitutes the entire understanding between the Parties related to the exchange of Confidential Information for the Purpose and supersedes all prior and contemporaneous communications, agreements, or understandings, whether oral or written, relating to that subject. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
Signatures
IN WITNESS WHEREOF, the Parties have caused this Mutual Confidentiality Agreement to be executed by their respective duly authorized representatives as of the Effective Date.
[Your Name]
Elvie Block
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