Confidentiality Agreement Text - Mutual Liability Confidentiality Agreement - EnglishCONFIDENTIALITY AGREEMENT This Confidentiality Agreement is made on date by and between 1 a company established an

its Representative to the Recipient, or obtained by the Recipient or its Representative from the Discloser or its Representative, whether before or after the date of this Agreement; and (2)any analyses, compilations, studies, notes, reports, or other documents or materials prepared by the Recipient or its Representative, which contain or reflect, in whole or in part, any of the information described in clause (1) above.

1.2Representative means any employee, officer, director, consultant, agent, or other person or entity acting on behalf of a Party.

1.3Related Parties means any affiliates, subsidiaries, parent companies, joint venture partners, or other entities related to the Discloser.

1.4Term means the period commencing on the date of this Agreement and ending three (3) years from the date of termination or expiration of this Agreement.

Article 2 Confidentiality Obligations

2.1The Recipient agrees to hold all Confidential Information in strict confidence, and to use it solely for the purpose of the Project.

2.2The Recipient shall take all necessary measures to prevent the disclosure of Confidential Information to any third party, and shall limit disclosure of such information to its Representatives who have a need to know for the purpose of the Project and who have been bound by obligations of confidentiality and non-disclosure at least as restrictive as those set forth in this Agreement.

2.3The Recipient shall not use any Confidential Information for any purpose other than the Project, unless expressly authorized in writing by the Discloser.

2.4The Recipient shall promptly notify the Discloser in writing of any unauthorized use or disclosure of Confidential Information, and shall take all reasonable steps to prevent further unauthorized use or disclosure.

2.5The Recipient shall return or destroy all Confidential Information upon the written request of the Discloser, or upon the termination or expiration of this Agreement, whichever occurs first.

2.6The Recipient shall not disclose the existence or terms of this Agreement to any third party, except as required by law, regulation, or court order, and shall notify the Discloser promptly of any such requirement.

Article 3 Exclusions

3.1The obligations of confidentiality and non-disclosure set forth in this Agreement shall not apply to any information that: (1)is already in the public domain at the time of disclosure to the Recipient; (2)becomes part of the public domain through no fault of the Recipient; (3)is disclosed to the Recipient by a third party who has the right to disclose it; or (4)is independently developed by the Recipient without reference to the Confidential Information.

Article 4 Remedies

4.1The Parties acknowledge that any breach of this Agreement may result in irreparable harm to the Discloser, for which monetary damages would not be an adequate remedy. Accordingly, the Discloser shall be entitled to seek injunctive relief, without the need to post a bond or other security, to prevent any actual or threatened breach of this Agreement.

4.2The Parties agree that any legal action arising out of or relating to this Agreement shall be brought in the courts of [ ], and the Parties hereby submit to the jurisdiction of such courts.

Article 5 Miscellaneous

5.1This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.

5.2This Agreement may not be amended or modified except in writing signed by both Parties.

5.3This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

5.4This Agreement shall be governed by and construed in accordance with the laws of [ ].

5.5This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Company A]

By: ____________________________

Name: __________________________

Title: ___________________________

[Company B]

By: ____________________________

Name: __________________________

Title: __________________________