Confidentiality Agreement

This confidentiality agreement ('Agreement') is made and entered into on the {date} by and between {Disclosing Party} and {Receiving Party}.

1. Definition of Confidential Information. 'Confidential Information' means any information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Confidentiality Obligations. The Receiving Party agrees to hold the Confidential Information in strict confidence, to use the Confidential Information only for the purposes of furthering the purposes of this Agreement, and to protect the Confidential Information with the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event with less than reasonable care.

3. Exceptions. The obligations set forth in Section 2 shall not apply to any Confidential Information that (a) was known to the Receiving Party prior to its disclosure by the Disclosing Party, (b) becomes publicly known through no fault of the Receiving Party, (c) is rightfully received by the Receiving Party from a third party without a duty of confidentiality, or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

4. Return of Confidential Information. Upon request by the Disclosing Party, the Receiving Party shall promptly return all Confidential Information and all copies, extracts, or other reproductions thereof to the Disclosing Party.

5. Term of Agreement. This Agreement shall remain in effect for {length of time} from the date of this Agreement.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of {state/country}.

7. Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between the parties.

8. Counterparts. This 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.