This is an agreement between a company and a vendor that provides information
technology services regarding the disclosure of confidential information during
negotiations. This agreement provides that any confidential information learned by
either party during the course of negotiations shall remain confidential and the parties
will take necessary precautions to ensure that the information remains private. Ideal for
small businesses, this document should be used by companies that want to keep
certain information confidential during negotiations with an information technology
specialist.
CONFIDENTIAL DISCLOSURE AGREEMENT
This AGREEMENT (the “Agreement”)_is made and entered into on by and
between [Insert name of Company] having an office at [Insert address of Company] (“Company”)
and [Insert name of Vendor], having an office at [Insert address of Vendor] ("Vendor"), hereinafter
collectively referred to as the “Parties.”
Company is exploring the possibility that Vendor may be able to provide information technology
services to Company. In the course of such discussions, the Parties expect to disclose confidential
information to each other. The documentation and content of such discussions and such
disclosures are proprietary and confidential to each party. The Parties agree that the disclosure of
information defined below as Confidential Information shall be governed by this Agreement.
NOW, THEREFORE, for good and valuable consideration, the Parties mutually agree as follows:
1. “Confidential Information” shall mean nonpublic information revealed by or through a
party (whether in writing, orally or by another means) (the “Disclosing Party”) to the other (the
“Receiving Party”) including (a) information expressly or implicitly marked or disclosed as
confidential, (b) information expressly or implicitly marked or disclosed as proprietary trade
secrets, (c) Company’s Request for Proposal (the "RFP"), as issued and supplemented; Vendor's
proposal in response to the RFP, and as supplemented, and information disclosed by both Parties
in the process of evaluating Vendor's proposal, including but not limited to due diligence plans
provided by Vendor, due diligence information supplied by Company; terms sheets and
information disclosed in the completion of the term sheet evaluation process; and draft
agreements and schedules thereto; (d) all forms and types of financial, business, scientific,
technical, economic, or engineering information including patterns, plans, compilations, program
devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or
codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized
physically, electronically, graphically, photographically, or in writing, which is identified with
the legend "confidential”, "restricted", "proprietary", or with a similar designation and (e) all
copies thereof.
2. The disclosure of the Confidential Information hereunder is for the sole purposes of the
mutual exploration of Vendor potentially providing information technology services to Company
and thereafter possibly conducting negotiations with respect thereto. As to any Confidential
Information disclosed by the Disclosing Party to the Receiving Party, pursuant to paragraph 1
hereof, the Receiving Party shall take reasonable precautions in accordance with procedures it
follows with respect to its own important confidential information to prevent disclosure, directly or
indirectly, of all or any portion of the Confidential Information.
3. The Receiving Party agrees not to otherwise use the Confidential Information obtained
hereunder in the absence of a written agreement with Disclosing Party. Neither party shall disclose,
without the prior written consent of the other party, the fact that discussions or negotiations are
taking place with respect to the possible business relationship and the RFP. For avoidance of
doubt, the Receiving Party shall not disclose or disseminate Confidential Information disclosed
by or on behalf of, or related to, the Disclosing Party to any potential partner or subcontractor
without first obtaining (a) the written consent of the Disclosing Party, and (b) an executed
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 1
nondisclosure agreement with such partner or subcontractor, enforceable by the Disclosing Party,
under which such partner or subcontractor agrees to abide by the terms to which the Receiving
Party is bound under this Agreement. Upon the Disclosing Party's request, the Receiving Party
agrees to return or destroy, as the Disclosing Party may direct, all material in any medium that
contains or discloses Confidential Information disclosed by or on behalf of such Disclosing
Party, and retain no copies; provided however, the Receiving Party may retain one copy of such
Confidential Information solely for the purpose of addressing legal claims. The Receiving Party
also agrees to provide the Disclosing Party on request with a written certification that such return
and destruction has been completed. Nothing in this Agreement precludes either party from
using General Knowledge in conducting its business activities. “General Knowledge” means
general know-how, ideas, concepts or techniques related to information technology and included
in the discussions and disclosures made herein that are retained in the unaided memories of the
employees of either party who have had access to information consistent with terms of this
Agreement. An employee’s memory is unaided if the employee has not intentionally memorized
the information for the purpose of evading obligations contained in this Agreement. All General
Knowledge is subject to all valid patents, copyrights and trade secrets. Nothing in this provision
shall give either party the right to disclose, publish or disseminate the source of General
Knowledge or the financial, statistical or personal data or business plans of the other party.
4. The obligations under paragraphs 2 and 3 hereof remain in full force and effect until and
unless: (a) the Receiving Party can show that such Confidential Information was in the Receiving
Party’s possession prior to the date of the disclosure by Disclosing Party; or (b) such Confidential
Information was obtained by the Receiving Party after the date of this Agreement from a party other
than Disclosing Party, said party being under no obligation of confidentiality to the Disclosing Party
with respect to such information; or (c) such Confidential Information was disclosed by the
Disclosing Party to a third party without obligation of confidentiality or otherwise becomes
generally available to the trade, or to the public, based on existing records or which becomes
generally available to the trade or to the public through sources other than Receiving Party; or (d)
such Confidential Information is developed at any time by the Receiving Party independent of
Confidential Information disclosed by Disclosing Party to the Receiving Party.
5. In the event t