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CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT

This Agreement is entered into between:

COMPANY A, a [SPECIFY NATURE OF BUSINESS] company, with main office located at


[INSERT COMPLETE ADDRESS] and is referred to as the “Discloser.”

-and-

COMPANY B, a [SPECIFY NATURE OF BUSINESS] company, with main office located at


[INSERT COMPLETE ADDRESS] and is referred to as the “Recipient.”

This Agreement shall protect the Confidential Information (herein known as the “Information”)
while maintaining the ability of each party in conducting its own respective business
operations and activities. These terms shall be applicable when the Discloser discloses
Information to the Recipient.

RECITALS

1. Disclosure of Information

Confidential Information. Confidential Information means all information regarding the


Discloser are not readily available to the public. Any kind of information that is divulged by the
Discloser to the Recipient shall be deemed confidential. Furthermore, it will be considered
confidential only when the said information is clearly stated as “confidential” or in scenarios
where it is verbally disclosed, it is deemed to be confidential during the time of disclosure.
Recipient assumes obligation in keeping the information confidential as possible regardless of
how the confidential information is received.

The following shall be deemed Confidential Information:


1. Technical information
2. Research data
3. Financial information
4. Advertising information
5. Product research and developments
6. Business plans
7. Software codes

Disclosure of Agreement. In this section, each disclosure made by the Discloser will be
subject to the terms and conditions of this Agreement. This shall be for a period of [SPECIFY
THE PERIOD OF THE AGREEMENT], and shall commence upon the signing of this
Agreement by both parties.

2. Obligations of the Parties

Use of Information. Under this section, the Recipient shall make use of all information
provided by the Discloser. This is for the sole purpose by which it was divulged by the
Discloser, or used for the advantage of the latter. Recipient shall exercise reasonable effort to
care with due diligence in terms of information usage to avoid disclosure of such information
towards other third parties.

Parties Afforded the Information In Connection with the Recipient. The employees and
staff of the Recipient together with the employees and staff of any legal and authorized entity
which the Recipient has control with, shall be afforded with such information. This is with
respect to the terms and conditions stated under this Agreement if there is a need to know
towards the said information.

The Subcontractors, Financial and Legal advisers of the Recipient who also has the need to
know the Information.

Written Agreement. For written Agreement, prior disclosure of such confidential information
to any parties involved other than the Recipient, there must be a written agreement entered
into by the said party together with the Recipient. Hence holding the other party liable in
treating the said information highly confidential as possible. Moreover, such Agreement is
substantially the same with this Agreement.

Law or Court Order. In the event Recipient is needed by any law or court order to disclose
such information, Recipient shall be obliged to provide the Discloser a timely and quick notice
regarding the said law or court order. This is to give the Discloser a chance to acquire a
protective order.

3. Disclaimer/ Warranties

Warranty. Under this warranty section, during the disclosure of such information by the
Discloser, the Discloser shall not provide any sort of warrant and as such. The Discloser shall
not hold responsible for any claims or damages that may arise from the Recipient’s utilization
of the said information. Such information that are disclosed in this Agreement.
Obligation. This Agreement shall not provide any liability to the Discloser or the Recipient to
divulge or acquire all or any information. Furthermore, this Agreement does not give any
obligation for them to execute or engage into another business or other agreements during
the term of this Agreement.

Joint Venture. This Agreement does not constitute any mutual undertakings nor does it
establish a relationship between the parties that involves financial aspects. This Agreement
does not grant the Recipient any right to all copyrights, trademarks, and the like that are
owned and controlled by the Discloser.

Prohibition. For the prohibition statement, the recipient of this Agreement by the Recipient
which is from the Discloser does not cease or prohibit the other party from entering into any
business relationship from other third parties. This does not cease the Recipient from
appointing its employees and representatives at its own discretion pursuant to the terms and
conditions of this Agreement.

Change or withdrawal. In the event of withdrawal or change, any information in this


Agreement may be subject to withdrawal or change by the Discloser. There’s no need for
written consent from the Recipient when it comes change or withdrawal, neither does the
Discloser have any obligation towards the Recipient in terms of providing a notice.

Confidentiality-when not obliged. Any given information that was already in the Recipient’s
control as regards the information of the Discloser in which the Recipient acquired through
other legal sources can be disclosed, used by the Recipient, or be disseminated. This also
involves those information that are readily available to the public. The recipient shall not hold
liable in keeping the information of the Discloser confidential in relation to the scenarios
aforementioned.
Confidential Information Protection. The Recipient assumes that any confidential
information shall be valuable to the Discloser. Furthermore, any unauthorized utilization of the
confidential information shall result harm to the Discloser. The Recipient assume protection to
the confidential information and must handle it with care. Recipient hereby agrees not to
disclose or copy any entity that will divulge any of the confidential information stated under
this Agreement, unless the said third party has been granted access by the Discloser and
signed the same type of Agreement. The Recipient further acknowledges to hold harmless
against any claims or losses that may arise from this Agreement.

4. General Terms

Term. This Agreement has entered into effectivity between the Discloser and the Recipient for
a period of [SPECIFY THE TERM IN YEARS]. Moreover, this Agreement shall remain in full
force and effect until all information obtained by the parties shall be part of the subject matter
stated herein.

Termination. Either the Discloser or the Recipient has the right to terminate the Agreement
by providing at least [SPECIFY THE PERIOD OF NOTICE IN WEEKS OR MONTHS] notice
to the other party. Any section or part of this Agreement shall be valid and in full effect until it
is fulfilled and whose fulfillment extends beyond the termination of this Agreement. Such detail
shall be applied to the Discloser’s and Recipient’s successors and representatives.

Assignment. The Discloser as well as the Recipient reserves no right to appoint, transfer, or
assign the rights stated under this Agreement. Both the Discloser and the Recipient are not
given the right to transfer any liability in accordance to the terms and conditions in this
Agreement. However, both parties may do so once they acquire prior written consent from the
other party and the like.

Modification of Agreement. This Agreement may be amended or modified given there is a


prior written consent. Such written consent should be signed by both the Discloser and the
Recipient pursuant to the terms stated herein.

Governing Law. Under the governing law section, this Agreement shall be governed by the
laws of [INSERT CITY/STATE]. In the event of dispute or claims that may arise, the court of
competent jurisdiction at [INSERT CITY/STATE] shall have the jurisdiction assess and govern
the case so as to enforce the rights, duties, and liabilities describe and specified in this
Agreement.
Severability Clause. In case there is a certain provision in this Agreement which is deemed
null and void, the Agreement itself shall remain valid. Moreover, the unenforceable provision
shall be severable.

Entire Agreement. This Agreement constitutes the overall agreement of both the Discloser
and the Recipient hereto, this is with respect to the subject matter. This also includes all other
prior agreements, covenants, and the like. There shall be no party relied with any promise
than those included herein. The parties that will be signing this Agreement shall continue in
full effect.

IN WITNESS WHEREOF, the Discloser and the Recipient agree to the terms and conditions
of this Agreement. As proof of the parties’ agreement of the terms, both parties have attached
in this Agreement their respective signatures.

Recipient:

Name: ____________________________________________

Job Title: __________________________________________


Date: _____________________________________________

Discloser:

Name: ____________________________________________

Job Title: __________________________________________

Date: _____________________________________________