A confidentiality agreement is a legal contract that protects confidential information from being disclosed to third parties. It is an essential tool for businesses to safeguard their trade secrets, proprietary information, and other confidential data from being misappropriated or stolen.

When drafting a confidentiality agreement, it is crucial to use clear and concise language that accurately reflects the terms of the agreement. Here are some sample wordings that can be used in a confidentiality agreement.

1. Definition of Confidential Information

“The term `Confidential Information` refers to any proprietary, confidential, or non-public information of the Disclosing Party, including but not limited to, trade secrets, customer lists, business plans, financial information, pricing information, and any other information that the Disclosing Party designates as confidential.”

2. Exclusions from Confidential Information

“The following information is excluded from the definition of Confidential Information and shall not be subject to this Agreement: (a) information that is or becomes publicly available through no fault of the Receiving Party; (b) information that is already in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (c) information that is rightfully obtained by the Receiving Party from a third party without any obligation of confidentiality; (d) information that is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party.”

3. Non-Disclosure Obligation

“The Receiving Party agrees that it shall not use the Confidential Information for any purpose other than the purposes set forth in this Agreement. The Receiving Party also agrees that it shall not disclose, provide, or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.”

4. Term and Termination

“This Agreement shall remain in effect for a period of [insert duration] from the date of execution. Either Party may terminate this Agreement upon written notice to the other Party. The obligations of the Receiving Party under this Agreement shall survive any termination or expiration of this Agreement.”

5. Governing Law and Jurisdiction

“This Agreement shall be governed by and construed in accordance with the laws of [insert state or country] without giving effect to any choice of law or conflict of law provisions. Any dispute arising out of or related to this Agreement shall be resolved in the courts of [insert city or state].”

In conclusion, a well-drafted confidentiality agreement can protect your business from unauthorized disclosure of confidential information. By using these sample wordings, you can create a clear and concise agreement that accurately reflects the terms of the agreement and protects your business interests.