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Confidentiality Agreement Template

This Confidentiality Agreement Template is a legal document that outlines the terms and conditions of keeping product information private from your company. This agreement serves as a binding contract that ensures the protection of confidential data, trade secrets, intellectual property, and other proprietary information from being disclosed to unauthorized individuals or entities.

The template typically includes clauses related to the scope of confidentiality, obligations of the parties involved, exclusions from confidentiality, duration of the agreement, consequences for breach of contract, and dispute resolution mechanisms. It can be customized according to specific needs and requirements depending on the nature of business operations.

Having a well-drafted Confidentiality Agreement Template in place is crucial for businesses operating in highly competitive industries where maintaining secrecy is critical for success. It helps establish trust among stakeholders while safeguarding valuable assets from potential threats such as theft or misuse.

 

 

CONFIDENTIALITY AGREEMENT 

- bilateral -

 

between

 

【your company name】, 【your company address】 

- hereinafter referred to as "your company name" -

and

 

HooHA Wire & Cable Products - Building A, Huangnitian, Xinshapu, Humen, Dongguan, Guangdong, China 523923

- hereinafter referred to as "Hooha Harness“-

 

- 【your company name】and Hooha Harness individually or jointly

hereinafter referred to as "the Party" or "the Parties" -.

  

Preface

Confidential information may be exchanged between the Parties or their respective affiliates in the course of the preparation or execution of an intended or already existing contractual relationship, in the course of cooperation in a project or in the course of negotiations on other future cooperation ("the business relationship"). In order to further evaluate the business relationship, the Parties wish to determine the conditions for such an exchange of information and documents.

 

1. Confidential Information

"Confidential Information" within the scope of this Agreement means all information - in whatever form - of an economic, commercial, technical or other confidential nature, and all specifications, in particular descriptions, sketches, drawings, designs, sections, samples, data, inventions, formulae, processes, plans, programs, models, knowledge, experience, know-how and any trade secrets not belonging to the state of the art, which are disclosed or communicated by one Party or its affiliates (hereinafter referred to as the "Discloser") to the other Party or its affiliates (hereinafter referred to as the "Recipient") within the scope of the business relationship, irrespective of the type of recording, storage or transmission and irrespective of whether these have been expressly or implicitly designated as secret or confidential or can reasonably be regarded as confidential according to the type of information or the circumstances of transmission.

 

2. Confidentiality Undertaking

The Parties agree to use at least the same degree of care in protecting the Confidential Information disclosed to or to which the Recipient gets access to in connection with this Agreement, against unauthorized use, publication or disclosure to any third party as the Recipient exercises in protecting its own confidential information, but in no event less than reasonable care, unless the Discloser has, prior to such disclosure, otherwise consented in writing.

Auxiliary persons of the Recipient who have the actual possibility of accessing the Confidential Information, such as cloud computing providers or comparable providers of IT services, shall not be deemed to be third parties if and to the extent that they are obliged to maintain secrecy by a separate written agreement.

Confidential information may only be disclosed by the Recipient and/or its affiliates to those of its managing directors, employees, representatives and advisors (hereinafter referred to as Authorized Persons) for whom disclosure of or access to such Confidential Information is evidently necessary for the preparation or execution of the business relationship. These Authorized Persons must be bound in advance to secrecy in writing, for example based on a concluded employment contract and beyond the end of the respective employment relationship, and irrespective of the type or legal form of the employment relationship. This applies to advisors that are involved in the course of the business relationship insofar as they are not already subject to an obligation of secrecy within the scope of their professional duties. Insofar as Authorized Persons, as described above, are to be bound to secrecy in writing, such an agreement shall be based to a comparable extent on this present Agreement.

In particular, the Recipient is not entitled to use Confidential Information for its own purposes or the purposes of third parties. Under all circumstances, the Recipient shall refrain from commercially exploiting or imitating the Confidential Information in any manner whatsoever (in particular by means of reverse engineering) or from having it exploited or imitated by third parties, unless the executive board of the Discloser has given prior express written consent to such reverse engineering on a case by case basis.

For the purposes of this Agreement, an affiliate is any legally independent company that is directly or indirectly controlled by, controls a Party, is united with the Party under unified management, or is under common control with the Party, and control is presumed when at least 50% of the shares or voting rights are held.

 

3. Exceptions from the Confidentiality Undertaking

The confidentiality undertakings set forth herein do not apply to any knowledge and information that

(a) is in the public domain or belongs to the state of the art at the time of disclosure to the Recipient;  

(b) is already evidently and lawfully known by the Recipient at the time of disclosure;

(c) thereafter enters the public domain or becomes state of the art without breach of the terms of this Agreement;

(d) becomes known from a bona fide third party freely able to disclose such information without breach of the terms of this Agreement;

(e) was independently developed by the Recipient without reference to or use of the Confidential Information of the Discloser.

The Party which refers to an exception set forth in this section 3 has the burden of proof that such exception applies.

If the Recipient or any of its directors, employees, advisors or representatives becomes legally (by a court or authority or otherwise) compelled or requested to disclose any Confidential Information, the Recipient will provide the Discloser with prompt written notice so that the Discloser may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained within a reasonable timeframe, the Recipient will furnish only that Confidential Information which is legally required.

 

4. No Further Rights

For the avoidance of doubt, the disclosure of Confidential Information is not intended or shall be construed to convey to the Recipient any rights or license under the know-how or any intellectual property rights of the Discloser. Confidential Information shall remain the exclusive property of the Discloser. The Recipient of the Confidential Information will neither derive rights of prior use for the received Confidential Information with regard to the content of such IP right applications, nor assert the objection of obvious prior use against it.

Moreover, the relations between the Parties under this Agreement may under no circumstances create commercial agency relations and neither Party shall have the right to bind the other on the basis of this Agreement.

This agreement does not commit the Parties in any way:

- to disclose Confidential Information to the other Party, or

- to bind themselves by contract with the other in the future, or

to provide Confidential Information they do not deem necessary for the pursuance of the objectives set forth in the preamble.

 

5. Duration

This Agreement will come into effect on the date of signature and will remain effective for a period of 5 years.

Upon termination of this Agreement, the parties' obligation of confidentiality shall continue for a period of three (3) years. Notwithstanding any termination, all obligations of the Recipient to keep trade secrets strictly confidential in accordance with applicable laws shall remain unaffected.

 

6. Consequences of Termination or Expiration

Upon the expiration or termination of this Agreement, the Recipient shall promptly return to the Discloser all documents given to the Recipient which contain Confidential Information of the Discloser. All copies made must be destroyed or returned and all data recorded must be deleted.

Excluded from the obligation to return or delete are Confidential Information which are subject to a statutory obligation to retain or the destruction or return of which is not technically possible due to an automated electronic security system to secure electronic data. This Confidential Information shall remain confidential until it is returned or deleted in accordance with the provisions of this Agreement.

 

7. Disclaimer of warranty/liability

Any Confidential Information provided by the Discloser is made available “AS IS” and the Discloser makes no representations or warranties, either express or implied, and accepts no liability as to the accuracy, completeness, non-infringement of third-party rights, quality or fitness for any particular purpose of the Confidential Information, and the Discloser shall not have any liability to the Recipient or any other person resulting from the Recipient’s use of, or reliance placed upon the Confidential Information

 

8. Miscellaneous

If any provision of this Agreement is determined to be void, illegal, or unenforceable under the applicable governing law, the validity of the remaining provisions of this Agreement will not be affected thereby. The Parties agree to replace any such void, illegal or unenforceable provision with a valid, legal, and enforceable provision that corresponds as far as possible to the intention of the void, illegal or unenforceable provision.

 

No amendment or variation of this Agreement (including an amendment of this clause) shall be effective unless it is agreed upon in writing. Verbal collateral covenants have not been made.

The Parties acknowledge and agree that this Agreement, agreements ancillary to this Agreement, and related documents may be executed by a simple electronic signature (such as DocuSign). Such counterparts shall have the same force and effect as an original signature to the extent permitted by applicable law.

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China without giving effect to its conflict of law principles.

Any dispute arising out of or in connection with this Agreement shall be exclusively adjudicated by the courts of Guangdong, China.