CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement") is made on [date] between [Company name], a [state] [type of entity] with address at [address] (the "Company"), and [Recipient name], with address at [address] (the "Recipient").
The Company and the Recipient have a working relationship for [description of the relationship, for example the supply of packaging services] (the "Relationship"). During the Relationship the Company will share information that it wants to keep private.
1. Confidential Information
"Confidential Information" means all non-public information the Company shares with the Recipient during the Relationship, in any form. It includes customer and supplier data, prices and margins, formulas, processes, product plans, source code, marketing plans and personal data of employees or customers.
2. What is not confidential
This Agreement does not cover information that (a) is public through no fault of the Recipient, (b) the Recipient lawfully knew before the Relationship, (c) the Recipient lawfully receives from a third party without restriction, or (d) the Recipient develops independently.
3. Use and protection
The Recipient will use the Confidential Information only to perform the Relationship. It will keep it secure with at least the care it uses for its own confidential information and never less than reasonable care.
The Recipient may share the Confidential Information only with its personnel and subcontractors who need it for the Relationship and who have signed duties of confidentiality at least as strict as these. The Recipient is responsible for any breach by them.
4. Personal data
If the Confidential Information includes personal data, the Recipient will process it only on the Company’s instructions, will apply reasonable security measures and will tell the Company within [72] hours after learning of any unauthorized access.
5. Legal requests
If a law or court order requires the Recipient to disclose Confidential Information, the Recipient will give the Company prompt notice, where legally allowed, so the Company can seek protection, and will disclose only what is required.
6. Return of information
When the Relationship ends, or earlier if the Company asks, the Recipient will return or securely delete all Confidential Information within [15] days and confirm it in writing. Copies kept in routine backups stay protected by this Agreement until deleted.
7. Duration
The duties in this Agreement last during the Relationship and for [3] years after it ends. Trade secrets stay protected for as long as they remain trade secrets.
8. Whistleblower immunity notice
If the Recipient is an individual: Under 18 U.S.C. 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit. An individual who sues an employer for retaliation for reporting a suspected violation of law may disclose the trade secret to their attorney and use it in the court proceeding if the document is filed under seal and is not disclosed except by court order.
9. Remedies
The Company may seek an injunction to stop an actual or threatened breach, in addition to damages and any other remedy.
10. General terms
This Agreement is governed by the laws of [state]. It does not create a partnership, agency or employment. If a clause is held unenforceable, the rest stays in force. The parties agree to sign electronically, with the same effect as a handwritten signature.
COMPANY Signature: ______________________ Name: [full name] Title: [title] Date: [date] | RECIPIENT Signature: ______________________ Name: [full name] Title: [title] Date: [date] |