1. Purpose This Confidentiality Agreement ("Agreement") sets forth the terms and conditions governing the disclosure and protection of confidential information between [Party A] and [Party B].
2. Definition of Confidential Information Confidential Information shall mean any and all information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, trade secrets, business plans, financial data, customer information, and proprietary technology.
3. Non-Disclosure Obligations The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to disclose, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely for the purpose of [insert purpose] and shall exercise reasonable care to prevent unauthorized use or disclosure.
4. Exceptions The obligations of confidentiality set forth herein shall not apply to any information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction on disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement to enable the Disclosing Party to seek a protective order or other appropriate remedy.
5. Return or Destruction of Confidential Information Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession or control.
6. Term and Termination This Agreement shall remain in effect for a period of [insert duration] from the Effective Date. Either party may terminate this Agreement upon written notice to the other party. Termination of this Agreement shall not relieve the parties of their obligations with respect to Confidential Information disclosed prior to termination.