Defense Confidentiality Agreement
I. INTRODUCTION
A. Purpose and Scope
The purpose of this Agreement is to protect the confidentiality of sensitive and proprietary information exchanged between [Your Company Name] and [Second Party Company Name] related to [Defense Project Name]. Both parties agree to safeguard such information from unauthorized disclosure.
B. Parties Involved
The parties to this Agreement are [Your Company Name], represented by [Your Name], [Your Job Title], and [Second Party Company Name], represented by [Second Party Representative Name], [Second Party Representative Title].
C. Effective Date
This Agreement shall become effective on [Date] and shall remain in effect until terminated as provided herein.
II. CONFIDENTIAL INFORMATION
A. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" includes but is not limited to all technical data, military strategies, project plans, designs, trade secrets, and other sensitive materials related to defense activities, disclosed by one party to the other.
B. Exclusions from Confidential Information
Confidential Information shall not include information that is publicly available, previously known to the receiving party, or independently developed without reference to the disclosing party’s materials.
III. OBLIGATIONS AND USE
A. Confidentiality and Non-Disclosure
Each party agrees to maintain the confidentiality of the disclosed information and not to disclose it to any third party without prior written consent from the disclosing party.
B. Security Measures and Safeguarding
Both parties shall implement appropriate security protocols to prevent unauthorized access, use, or dissemination of Confidential Information.
C. Return/Destruction of Information
Upon termination of this Agreement or upon request by the disclosing party, all Confidential Information shall be returned or destroyed in a manner ensuring it cannot be recovered or accessed.
IV. EXCEPTIONS AND DISCLOSURES
A. Permitted Disclosures
Confidential Information may be disclosed as required by law, regulation, or court order, provided that the receiving party notifies the disclosing party in advance to allow for protective measures.
B. Public Domain or Prior Knowledge Exemption
The obligations under this Agreement do not apply to information that becomes public through no fault of the receiving party, or that the receiving party can demonstrate was known prior to disclosure.
V. CONSEQUENCES OF BREACH
A. Penalties and Legal Remedies
In the event of a breach of this Agreement, the breaching party agrees to indemnify the other party for all losses, including legal fees, resulting from unauthorized disclosure or misuse of Confidential Information.
B. Indemnification Provisions
The parties agree that either party may seek injunctive relief to prevent further breaches and may pursue any other legal remedies available under applicable law.
VI. GOVERNING LAW AND TERMINATION
A. Jurisdiction and Dispute Resolution
This Agreement shall be governed by the laws of the State of [State], and any disputes shall be resolved through binding arbitration in [City, State].
B. Termination and Continuing Obligations
Either party may terminate this Agreement by providing written notice. However, the confidentiality obligations shall continue for a period of [00] years following the termination of this Agreement.
SIGNATURES
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
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