General
In these Terms and Conditions, “we”, “us”, “our”, and “Discloser” are used as a reference to [YOUR DETAILS] and “you”, “your”, “yourself” and “the Receiver” are references to the person, legal or individual, with whom we have detailed as the Receiver.
This Agreement is between [you] and the [them] Receiver. In this Agreement the following words shall have the following meanings:
Discloser means : [your Name and your Address].
Receiver means : [their Name and their Address].
Confidential information means and relates to :
[input details of Confidential information – your invention]
Including technical and business information relating to the Discloser’s proprietary ideas, patent / patents, designs, copyrights and/or trade secrets, existing and/or contemplated products, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models / prototypes, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
Confidential Information shall also include and you shall have a duty to protect it, other confidential and / sensitive information which :
is disclosed by us in writing and marked as ‘Confidential’ (or with other similar designation) at the time of the disclosure;
is disclosed by us in any other manner and identified as ‘Confidential’ at any time of the disclosure.
Confidentiality
It is understood and agreed that we the Discloser and Receiver would like to exchange certain information that we consider to be confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, you agree as follows :
You shall use the Confidential Information only for the purpose of evaluating a potential business relationship with us.
You shall limit disclosure of the Confidential Information within your own organisation, your partners, members and/or employees on a need to know basis.
You shall not disclose Confidential Information to any third party (whether an individual, corporation or other entity) without firstly obtaining a signed confidentiality agreement from the third party and providing a copy of the same to us prior any disclosure.
You shall have satisfied your obligations under the above paragraphs if you, your employees, agents, consultants, and others who are permitted access to or use the Confidential Information take affirmative measures to ensure compliance with these confidentiality obligations.
This Agreement imposes no obligation upon you with respect to Confidential Information :
that was in your possession before receipt from us;
becomes a matter of public knowledge through no fault of yours;
that is rightfully received by you from a third party not owing a duty of confidentiality to us or without authorisation from us.
We warrant that we have the right to make the disclosures under this Agreement.
This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon you any rights, license or authority in or to the information exchanged, except the limited right to use of the Confidential Information specified in the clause above. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
We both acknowledge and agree that the exchange of information under this Agreement shall not commit or bind us to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
You and us shall not be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organisation, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.
Third Party Rights
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any provision of this Agreement. If any of the provisions in this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
Entire Agreement
This Agreement contains the entire agreement between you and us concerning the disclosure of Confidential Information and supersedes any previous contracts, agreements, arrangements, undertakings or proposals, oral or written. Any addition or modification to this Agreement must be made in writing and signed by authorised representatives of both parties.
Governing Law and Jurisdiction
This Contract shall be governed by and construed in accordance with the law of England and we hereby submit to the exclusive jurisdiction of the English courts.
Wherefore, we acknowledge and understand this Confidentiality Agreement and voluntarily accept the duties and obligations set forth herein
Signed on behalf of the Discloser :
Name...............................................................................
Signature........................................................................
Date.................................................................................
Signed on behalf of [input their details], the Receiver :
Name...............................................................................
Signature........................................................................
Position...........................................................................
Date.................................................................................