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SAMPLE CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT 

(NOTE:  This agreement is modified as needed.)
                                  
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT (“Agreement”) is entered into as of this ____ day of ______________ (month), ____ (year) by and between _______________________________ (“Disclosing Party”) and ________________________________ (“Receiving Party”).

WITNESSETH

Disclosing Party possesses certain confidential proprietary information; and

In connection with certain research to be undertaken by the Receiving Party for and on behalf of the Disclosing Party (collectively, the “Business Purposes”), confidential proprietary information of Disclosing Party may be disclosed and available to Receiving Party.

In connection with the Business Purposes, confidential proprietary information of the Receiving Party, specifically regarding the research methods and sources used by Receiving Party may be disclosed to the Disclosing Party.

Disclosing Party and Receiving Party desire to prevent the unauthorized use and disclosure of their confidential proprietary information as set forth herein.

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. “Confidential Information.” For purposes of this Agreement, Confidential Information shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, customer lists, project records, market reports, employee lists and business manuals, research, forecasts, market research and data gathering techniques and processes, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by either Disclosing Party or Receiving Party or which Disclosing Party or Receiving Party may be provided access by Disclosing Party or Receiving Party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Business Purposes, which is not generally available to the public. Confidential Information shall also be defined broadly to include the following: (a) any information that has commercial value or other utility in the business of Disclosing Party or Receiving Party or that Disclosing Party or Receiving Party is likely to engage in; and (b) any information which, if disclosed, would be detrimental to Disclosing Party or Receiving Party, whether or not such information is identified as Confidential Information.

2. Nondisclosure Obligations of Receiving Party. Receiving Party promises and agrees to receive and hold the Confidential Information in confidence. Without limiting the generality of the foregoing, Receiving Party further promises and agrees:

a. To protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
b. Not to use any of the Confidential Information except for the Business Purposes;
c. Not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by Disclosing Party in accordance with this Confidentiality and Nondisclosure Agreement;
d. To restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes;
e. To advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of Disclosing Party, any of the Confidential Information, and, upon request of Disclosing Party, to provide Disclosing Party with a copy of the written agreement to that effect signed by such persons;
f. To comply with any other reasonable security measures requested in writing by Disclosing Party.

3. Nondisclosure Nonpirating Obligations of Disclosing Party. Disclosing Party promises and agrees to hold, in confidence, any Confidential Information of the Receiving Party which is used or disclosed by Receiving Party in order to accomplish the Business Purposes. Disclosing Party further promises and agrees not to disclose, pirate or misappropriate any proprietary information or property of the Receiving Party, including without limitation all methods, plans, systems and practices relating to services provided by the Receiving Party hereunder.


4. Exceptions. The confidentiality obligations of the parties shall not apply to Confidential Information which:

a. Is, or later becomes, public knowledge other than by breach of the provisions of this Agreement; or
b. Is in the possession of Disclosing Party or Receiving Party with the full right to disclose prior to its receipt from the other, as evidenced by written records; or
c. Is independently received by Disclosing Party or Receiving Party from a third party, with no restrictions on disclosure.

5. Return of Confidential Information. Disclosing Party and Receiving Party mutually agree upon termination of the Business Purposes, or upon the written request of the other party, whichever is earlier, to promptly deliver to the other party all records, notes, and other written, printed or other tangible materials in the possession of Disclosing Party or Receiving Party which was received by the other party, embodying or pertaining to the Confidential Information.

6. No Right to Confidential Information. Disclosing Party and Receiving Party hereby agree and acknowledge that no license, either express or implied, is hereby granted to Disclosing Party or Receiving Party by the other party to use, other than for the purposes related hereto, any of the Confidential Information which was disclosed hereunder to the Disclosing Party or the Receiving Party by the other.

7. Losses. Disclosing Party and Receiving Party agree to indemnify the other party against any and all losses, damages, claims, or expenses incurred or suffered by the non-breaching party as a result of the other party’s breach of this Agreement.

8. Term and Termination. This Agreement shall commence on the date first written above. Each party’s right to use the Confidential Information disclosed by the other party in connection with the Business Purposes shall continue in effect until such disclosing party provides the other party with written notice of termination of such right.

9. Remedies. Each party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information disclosed hereunder in violation of this Agreement may cause the other party damages and irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the non-breaching party shall have the right to apply to a Court of competent jurisdiction for an order restraining any such further disclosure or misappropriation of Confidential Information and for such other relief as is available at law or in equity.

10. Successors and Assigns. This Agreement and the rights hereunder shall not be assignable without the written consent of all the parties hereto. This Agreement and the obligations hereunder shall be binding on representatives, permitted assigns and successors of the parties and shall inure to the benefit of representatives, assigns and successors of the parties.

11. Attorneys’ Fees Venue. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party its reasonable attorneys’ fees incurred in such action. Any action brought under or relating to the terms of this Agreement shall be brought in a Federal or State court of competent jurisdiction situated in the venue where the Receiving Party has its principal place of resident.

12. Entire Agreement. This Agreement constitutes the entire agreement of the parties, as a complete and final integration. All understandings and agreements, including prior negotiations, among the parties relating to the subject matter hereof are contained in this Agreement which shall supersede such understandings, agreement and prior negotiations.

13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Disclosing Party and the Receiving Party have duly executed this Agreement as of the day and year first above written.

                                                                                                                

e-Clarity LLC

4515 14th Avenue, SE

Naples, FL 34117

USA (239) 821-4575

info@e-clarity.us

 

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