UPDATED: February 3, 2016
What follows below is a simple confidentiality agreement for you to use. We have another simple confidentiality agreement available here, so you may wish to compare the two before selecting one to use. You may also need to modify them to fit your unique circumstance, but these are good templates to follow. For other free, sample agreements please see Sample Confidentiality Agreements.
Terms & Conditions
The Confidentiality Agreement below is free and provided for your use as you see fit and at your discretion. It is intended to be simple, straight forward and not at all intimidating. This Agreement was created by Gene Quinn, a patent attorney and founder of IPWatchdog.com. It was created for a particular situation and may not be appropriate for all users. You do, however, have the right to copy this Agreement and modify it as necessary to meet your needs and requirements.
While forms are commonly used and available elsewhere around the Internet it is important to understand the limitations provided by forms. A form, by its very nature, is previously written, usually to address a typical situation. Unfortunately, however, in law there are few typical situations. While this form will be useful for some, the use of a form cannot and does not supplant the need for competent legal advise adapted to your particular situation. IPWatchdog, Inc. and Gene Quinn personally accept no liability if you do use this or a modified version of this Agreement.
Please realize that IPWatchdog, Inc. will not be able to answer questions about what changes could or should be made to this agreement given your particular situation, nor can we answer questions about what various provisions mean. If you do need this type of assistance please feel free to contact us and we will endeavor to put you in contact with an attorney who can help you.
Copying or otherwise using the Confidentiality Agreement below signifies understanding and acceptance of theses Terms & Conditions.
Additional agreements are available at Confidentiality Agreements.
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It is understood and agreed to that the below identified discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that
1. The Confidential Information to be disclosed can be described as and includes:
Invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
2. The Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members, employees and/or independent contractors (collectively referred to as “affiliates”) having a need to know. The Recipient and affiliates will not disclose the confidential information obtained from the discloser unless required to do so by law.
3. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently derived by Recipient.
4. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information. Any addition or modification to this Agreement must be made in writing and signed by the parties.
5. If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.
Recipient of Confidential Information:
Name (Print or Type):
Discloser of Confidential Information:
Name (Print or Type):