1. Parties and purpose
Entered into between [COMPANY LEGAL NAME] (“CM Apps”) and [COUNTERPARTY] to protect the information to be shared in the course of evaluating a [project/collaboration] (the “Purpose”). The Agreement is mutual; each party may be both a disclosing and a receiving party.
2. Confidential information
All information disclosed in any form, whether written, oral, electronic or visual, that is designated as confidential or should by its nature be treated as confidential, including business plans, customer and pricing information, technical designs, source code, algorithms, product roadmaps, security information and the existence of this Agreement.
3. Exceptions
Information is not considered confidential if it has become public through no fault of the receiving party; was lawfully known to the receiving party before disclosure; was lawfully obtained from a third party not bound by a confidentiality obligation; or was independently developed without use of the confidential information.
4. Obligations
The receiving party uses the confidential information solely for the Purpose; protects it with the same care it applies to its own information and at least a reasonable degree of care; discloses it only to employees and advisers who need to know and are bound by confidentiality obligations at least as binding as this Agreement; and gives immediate notice upon becoming aware of any unauthorized use or disclosure.
5. Compelled disclosure
If disclosure is required by a court or administrative order, the receiving party, where legally possible, informs the disclosing party in advance and discloses only the portion that is required.
6. Term and return
The Agreement remains in effect for [2] years from the date of signature; the confidentiality obligation continues for [5] years from disclosure, and indefinitely for trade secrets. Upon request or when the Purpose ends, confidential information is returned or destroyed within [15] days and this is confirmed in writing; statutory archiving obligations remain unaffected.
7. Rights and warranty
This Agreement grants no license or ownership right in the confidential information and does not oblige the parties to enter into a collaboration. Confidential information is shared “as is”.
8. Breach and remedies
Acknowledging that a breach of confidentiality may cause damage that is difficult to remedy, the parties may pursue all legal remedies, including interim relief. [Liquidated damages: __; optional.] Governing law and the competent forum are as set out in the Terms of Service; the arbitration clause applies with parties abroad.