This Agreement sets the framework under which the parties may exchange confidential information while evaluating a potential working relationship. It becomes binding only upon execution by both parties.
This Agreement is entered into by the two parties identified below as of the Effective Date. Complete the fields to identify each party and its authorized representative.
[Insert the formal recital naming both parties and stating they wish to exchange confidential information for the Purpose described in Section 2.]
The parties intend to share confidential information solely to evaluate and pursue the relationship described below.
[Insert the clause defining the "Purpose" and stating that confidential information may be used only for that Purpose and not for any other benefit.]
This section establishes what categories of information the parties treat as confidential under this Agreement.
[Insert the definition of "Confidential Information" — e.g., the categories of disclosed material covered, the form it may take (written, oral, electronic, visual), and any marking or designation requirements the parties agree to.]
This section frames how each party must handle the other's Confidential Information while acting as the Receiving Party.
[Insert the obligations clause — e.g., the standard of care for protecting the information, the limits on who may access it, the duty to use it only for the Purpose, and the restriction on disclosure to third parties without consent.]
This section frames the categories of information that the parties agree are not subject to the confidentiality obligations.
[Insert the exclusions clause — e.g., information that is already public, independently developed, rightfully received from a third party, or required to be disclosed by law or court order.]
This section sets how long the Agreement remains in effect and how long the confidentiality duties continue afterward.
[Insert the term and survival clause — e.g., the duration of the Agreement and the period during which confidentiality obligations survive expiration or termination.]
This section frames what each party must do with the other's Confidential Information once the relationship or Agreement ends.
[Insert the return-or-destruction clause — e.g., the obligation to return or destroy materials on request or termination, any permitted retention for legal/archival purposes, and any written certification of destruction.]
This section frames the relief available to a party if Confidential Information is improperly disclosed or used.
[Insert the remedies clause — e.g., acknowledgment that damages may be inadequate and that injunctive or equitable relief may be sought, without waiving any other remedies available at law.]
This Agreement is governed by the laws of the State of Georgia. This section frames the governing-law and venue terms.
[Insert the governing-law clause — e.g., that this Agreement is governed by and construed under the laws of the State of Georgia, and the agreed venue/jurisdiction for any dispute.]