The Parties wish to exchange information for the purpose of [Purpose of the disclosure] (the "Purpose"). This Agreement sets the terms on which they do so.

2.1 "Confidential Information" means all information, in any form or medium, disclosed before or after the date of this Agreement by or on behalf of the Discloser to the Recipient in connection with the Purpose, which is marked or identified as confidential or which a reasonable person would consider confidential, including business plans, pricing, customer and supplier information, product roadmaps, source code, designs, know-how, trade secrets and personal data, together with all notes, analyses and copies made by the Recipient that contain or reflect it.

2.2 The existence and content of the discussions between the Parties are Confidential Information of both Parties.

The Recipient shall:

• use the Confidential Information only for the Purpose;
• keep it confidential and protect it with at least the degree of care it applies to its own confidential information, and no less than reasonable care;
• disclose it only to its directors, employees, contractors and professional advisers who need to know it for the Purpose and who are bound by obligations of confidentiality at least as protective as this Agreement, and remain responsible for their compliance;
• not copy, reverse-engineer, decompile or analyse the composition of any material received, except as needed for the Purpose;
• notify the Discloser promptly on becoming aware of any unauthorised use or disclosure.

The obligations in clause 3 do not apply to information that the Recipient can show by written evidence: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in its possession before disclosure without an obligation of confidence; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law, regulation or a competent court or authority, provided it gives the Discloser prompt notice, where lawful, and discloses only what is required.

Nothing in this Agreement prevents a Party or its personnel from reporting a possible breach of law to a competent authority or from making a disclosure protected by law. United States: under 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or made in a complaint or other document filed under seal in a lawsuit or other proceeding.

On request, and in any event at the end of the discussions, the Recipient shall promptly return or destroy the Confidential Information and confirm it in writing, except copies it must keep by law or that are held in routine back-ups, which remain subject to this Agreement.

7.1 All Confidential Information remains the property of the Discloser. No licence or other right in any Intellectual Property Rights is granted by this Agreement, except the limited right to use the Confidential Information for the Purpose.

7.2 Confidential Information is provided "as is". Neither Party is obliged to enter into any further agreement.

8.1 Any work, document, code, design or other material that a Party (the "Creator") creates at the request of the other Party (the "Commissioning Party") in the course of the Purpose, including on the Commissioning Party's systems, belongs to the Commissioning Party. To the extent the Intellectual Property Rights in it do not vest in the Commissioning Party by law, the Creator assigns them to the Commissioning Party as they are created, by way of present assignment of future rights, worldwide, for the full duration of the rights and for all modes of exploitation, and waives its moral rights to the extent permitted by law.

8.2 The Creator keeps its pre-existing materials and its general skills and know-how, and grants the Commissioning Party a non-exclusive, perpetual, royalty-free licence to use any pre-existing materials incorporated in the work.

8.3 Ideas, suggestions or feedback given by one Party about the other's products may be used freely by the receiving Party, without obligation, but this does not grant any right in the giving Party's Confidential Information or Intellectual Property Rights.

This Agreement applies to Confidential Information disclosed during [2] years from its date. The obligations of confidentiality continue for [Confidentiality period (years)] years after the last disclosure and, for trade secrets, for as long as the information remains a trade secret under applicable law.

If Confidential Information includes personal data, each Party processes it in compliance with applicable data protection law, only for the Purpose, and the Parties shall sign the appropriate data protection terms (for example a controller-to-controller or controller-to-processor agreement under Article 28 GDPR) before any further processing.

Each Party acknowledges that damages may not be an adequate remedy for a breach of this Agreement and that the Discloser may seek injunctive or other equitable relief, in addition to any other remedy. [Optional: liquidated damages of [amount] per breach, where enforceable.]

For [12] months from the date of this Agreement, neither Party shall solicit for employment any employee of the other Party with whom it had contact in connection with the Purpose, without the other's written consent. General advertisements are allowed.

13.1 This Agreement is the entire agreement on its subject. Changes are valid only in writing signed by both Parties.

13.2 Neither Party may assign this Agreement without the other's written consent.

13.3 An invalid provision does not affect the others. A failure to exercise a right is not a waiver of it.

13.4 This Agreement may be signed electronically and in counterparts.

This Agreement is governed by the law of [Governing law]. The courts of [Courts or arbitration seat] have exclusive jurisdiction, without prejudice to the right of either Party to seek urgent interim relief in any competent court.

For [Company]: name, title, signature, date ______________________

For [Other party]: name, title, signature, date ______________________