BUSINESS PLAN CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Disclosing Party Name], of [Disclosing Party Address] ("Disclosing Party"),
AND
[Receiving Party Name], of [Receiving Party Address] ("Receiving Party").
WHEREAS
- The Disclosing Party possesses certain confidential and proprietary information relating to its business plan (the "Business Plan"); and
- The Receiving Party desires to review the Business Plan for the purpose of [state purpose, e.g., evaluating a potential business relationship or investment], and is willing to receive such information under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definition of Confidential Information
1.1 "Confidential Information" means all non-public, proprietary, or confidential information, whether written, oral, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party relating to the Business Plan, including but not limited to business strategies, financial data, marketing plans, projections, intellectual property, and any other related materials.
1.2 Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Receiving Party;
- Is already known to the Receiving Party at the time of disclosure;
- Is received by the Receiving Party from a third party not in breach of any obligation of confidentiality; or
- Is independently developed by the Receiving Party without reference to the Confidential Information.
2. Obligations of Receiving Party
2.1 The Receiving Party agrees to:
- Hold the Confidential Information in strict confidence;
- Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
- Use the Confidential Information solely for the purpose described above;
- Take all reasonable steps to protect the confidentiality of the Confidential Information, at least as rigorously as it protects its own confidential information.
2.2 The Receiving Party may disclose Confidential Information to its employees, agents, or advisors who have a legitimate need to know, provided such persons are bound by confidentiality obligations at least as restrictive as those in this Agreement.
3. Exclusions and Required Disclosures
3.1 If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall promptly notify the Disclosing Party in writing, and cooperate with the Disclosing Party to seek an appropriate protective order or other remedy.
4. Return or Destruction of Information
4.1 Upon the Disclosing Party's written request, or upon termination of discussions between the parties, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and notes, and certify such destruction or return in writing.
5. No License or Obligation
5.1 Nothing in this Agreement shall be construed as granting any license or right under any intellectual property right, nor obligating either party to proceed with any proposed transaction or relationship.
6. Term and Termination
6.1 This Agreement shall commence on the date first written above and shall continue in effect for [Duration, e.g., two (2) years] from the date of disclosure of the last item of Confidential Information.
6.2 The obligations of confidentiality and non-use set forth herein shall survive termination of this Agreement for a period of [Survival Period, e.g., three (3) years], or as long as the Confidential Information remains non-public, whichever is longer.
7. Remedies
7.1 The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief, in addition to any other remedies available at law or equity.
8. Governing Law
8.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country], without regard to its conflict of law principles.
9. Miscellaneous
9.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.
9.2 Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
9.3 No Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
9.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
9.5 Notices: Any notices required under this Agreement shall be given in writing to the addresses set forth above (or as updated by written notice).
10. Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Business Plan Confidentiality Agreement as of the date first written above.
[Disclosing Party Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
[Receiving Party Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
