A Sample Confidentiality Agreement Template, also known as a Non-Disclosure Agreement (NDA), is a legal contract used to protect sensitive information shared between parties during a business relationship or transaction. This template provides a framework for outlining the terms and conditions under which confidential information can be disclosed and used, while also preventing unauthorized disclosure or misuse of that information.


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  1. Introduction: An introductory section that identifies the parties involved in the agreement, including the disclosing party (often referred to as the "Disclosing Party") and the receiving party (often referred to as the "Receiving Party").
  2. Definition of Confidential Information: Clear definition of what constitutes confidential information, which may include trade secrets, proprietary information, business plans, financial data, customer lists, technical data, or any other information deemed confidential by the disclosing party.
  3. Obligations of Receiving Party: The receiving party agrees to keep the confidential information confidential and to use it solely for the purpose specified in the agreement. This may include restrictions on copying, reproducing, or disclosing the information to third parties.
  4. Exceptions to Confidentiality: Circumstances under which the receiving party is permitted to disclose the confidential information, such as with the prior written consent of the disclosing party, or as required by law.
  5. Term of Agreement: The duration for which the confidentiality obligations will remain in effect, typically specified as a certain number of years or until a specific event occurs.
  6. Remedies for Breach: Provisions outlining the remedies available to the disclosing party in the event of a breach of the confidentiality agreement, which may include injunctive relief, damages, or other legal remedies.
  7. Governing Law and Jurisdiction: Specification of the jurisdiction whose laws will govern the interpretation and enforcement of the agreement, as well as the venue for resolving disputes.
  8. Miscellaneous Provisions: Any additional terms or conditions relevant to the specific agreement, such as warranties, insurance requirements, or regulatory compliance.

It's important to note that while a Sample Confidentiality Agreement Template provides a starting point for drafting an agreement, it should be customized to reflect the specific details and requirements of each business relationship. Additionally, it's recommended to seek legal advice to ensure compliance with relevant laws and regulations, especially regarding the protection of confidential information.