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  Information Confidentiality  Agreement

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Prepared for:
[Client Name]

Prepared by:
[Company Name]

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Information Confidentiality Agreement

This Information Confidentiality Agreement (hereinafter referred to as the "Agreement") is made and shall stand effective as on [Effective Date] (hereinafter referred to as the "Effective Date") 

By and Between

[Company Name] (hereinafter referred to as the "Disclosing Party") located at [Company Address] and;

[Client Name] (hereinafter referred to as the "Receiving Party") residing in [Client Address] for the purpose of maintaining the confidentiality of certain proprietary and confidential information of the Disclosing Party.

Disclosing Party and the Receiving Party shall be collectively referred to as the "Parties" and individually as "Party".

THEREFORE, in consideration of the covenants, mutual promises, and agreements contained herein, the receipt and sufficiency of which are to be acknowledged hereby, the Parties comply with the terms and conditions as proposed herein.

Terms and Conditions

1. Confidentiality

With provision to this Agreement, the use of "Confidential Information" shall solely include the following:

All information and materials that have commercial value in the course of the business handled or organized by the Disclosing Party.
If Confidential Information is in written form, the Disclosing Party shall label the materials with the word "Confidential" and those materials shall be refrained from being disclosed. 
If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constitutes Confidential Information. 

2. Exclusions

Pertaining to the terms mentioned herein this Agreement, the following conditions shall be excluded from the information being Confidential Information:

Any public or commercialized information of the Disclosing Party and the business thereby which the Receiving Party had no part or fault in.
Any data or information discovered or produced by the Receiving Party during or before any disclosure by the Disclosing Party.
Information perceived by the Receiving Party through legitimate means other than from the Disclosing Party.
Any data or information that the Disclosing Party consents for disclosure.
[List of Other Exclusions to the Subject Matter hereof]

3. Receiving Party Obligations

The Parties agree and acknowledge that with respect to the term of this Agreement, the Receiving Party shall be able to access various Confidential Information of the Disclosing Party through oral, visual, digital, or through other modes, for the development, modification, or innovation of ideas. However, to keep such information confidential, the Receiving Party shall:
Refrain from disclosing any part of the Disclosing Party's Confidential Information publicly, including any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the Disclosing Party.
Refrain from making copies of the aforementioned confidential data and shall not hold any authorization, ownership, or assignment in the Confidential Information.
Restrict access to Confidential Information to employees, contractors, and third parties, and if they are in need of such information, the Receiving Partyshall require those persons to sign non-disclosure restrictions as stringent as mentioned in this Agreement.
[List other obligations, if any]

4. Term and Termination

The terms of this Agreement shall survive the termination of the Agreement and continue to exist for perpetuity, and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
 
Furthermore, in case the Parties seek termination, a written mutual consent sanctioned by an appropriate authority under the jurisdiction laws of the state of [State] addressing a similar cause should be obtained. The Terminating Party is liable to send a written notice prior to [Number] days before the termination date of the Agreement to the other Party, and the Parties shall wind-up all their ongoing business affairs orderly within the given notice period and shall not be obligated after the termination of the Agreement

5. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be of [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

6. Miscellaneous

Binding: This Agreement shall not bind the Parties upon any form of partnership, joint venture, or employee-employer relationship under any circumstance unless the Parties mutually consent and sanctions an Agreement mentioning the same.
Governing Law: The Agreement and all the terms contained herein shall be governed by and construed as per the jurisdiction laws of the state of [State].
Severability: In the event that any provision in this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and all other provisions will remain in full force and effect.
Amendment: The terms mentioned herein the Agreement shall not be reformed, modified, or changed without the prior written consent of the Parties respectively.
Counterparts: This Agreement is subject to be executed in counterparts, singly or as a whole, all of which shall constitute the meaning of a single Agreement.
Inclination: The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned and serves no inclination to any Party, nor is intended to confer any rights or remedies in favor of any person, party, or affiliate, other than the Parties duly undersigned and their members.
Notices: All the notices required hereto by either of the Parties shall be deemed to be given and delivered by international courier or registered email. 
Entirety: This Agreement and other annexures, therefore, constitute the entire agreement between the Parties concerning the matter of subject hereof and thus, supersedes all prior Agreements, purchases, understandings, and negotiations, written or phonated, between the Parties.

Acceptance and Signature

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms mentioned herein the Agreement as of the aforementioned date.

[Client Name]

[Company Name]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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