CONFIDENTIALITY (LONG-FORM)
Other Names: Confidentiality Obligations • Confidential Information • Non-Disclosure of Information
Sample Clause Language:
[X].1 Scope. Subject to Section [X].2 below, the term “Confidential Information” means information [DISCLOSING PARTY] provides to [RECIPIENT], or that [RECIPIENT] accesses from [DISCLOSING PARTY], that is (a) clearly marked as “confidential” or with a similar designation, or (b) if disclosed orally or otherwise than in writing, is identified as confidential and/or proprietary at the time of disclosure by [DISCLOSING PARTY]. Information communicated orally or otherwise than in writing shall only be considered Confidential Information if such information is designated as being confidential at the time of disclosure (or promptly thereafter) and is reduced in writing and identified to [RECIPIENT] as being Confidential Information immediately after the initial disclosure.
[X].2 Exceptions. [RECIPIENT]’s obligations of confidentiality and non-use shall not apply to information that: (i) is or becomes publicly available or part of the public domain [without a breach by RECIPIENT of this Agreement] [through no wrongful act, fault, or negligence on the part of RECIPIENT]; (ii) was in the possession of [RECIPIENT] at the time of [RECIPIENT]’s receipt of the Confidential Information; (iii) is received from a third party without restriction and without breach of any obligation of confidentiality to [DISCLOSING PARTY]; or (iv) was independently developed by [RECIPIENT] without reliance on the Confidential Information.
[X].3 Confidentiality. [RECIPIENT] shall not access, use, or disclose any of the Confidential Information except as expressly permitted under this Agreement. [RECIPIENT] shall protect the Confidential Information with the same level of care it uses for its own confidential information of like nature; provided, however, that [RECIPIENT] shall at a minimum use [commercially] reasonable care to protect the Confidential Information. [RECIPIENT] shall be entitled to disclose the Confidential Information to its employees and the employees of its affiliates (collectively, “Authorized Individuals”); provided, that each such Authorized Individual (i) has a need-to-know the Confidential Information for the purposes of this Agreement, and (ii) has been apprised of and agrees to the confidentiality and use obligations set out in this Agreement.
[X].4 Compelled Disclosure. Nothing herein shall prevent [RECIPIENT] from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency, or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, however, that prior to any such disclosure, [RECIPIENT] shall use [commercially] reasonable efforts to (a) promptly notify [DISCLOSING PARTY] of such requirement to disclose and (b) reasonably cooperate with [DISCLOSING PARTY], at [DISCLOSING PARTY]’s expense, in protecting against or minimizing such disclosure.
Source: Based on Cuentas Inc. (2020, January 7). Form 8-K. Retrieved from SEC EDGAR website http://www.sec.gov/edgar.shtml
Description:
Confidentiality clauses require a party to protect the other party’s confidential and proprietary information that it receives during the term of the agreement. The sample clause here is unilateral and drafted in favor of the recipient (i.e., the party receiving confidential information).
Common Contracts with this Clause:
- Sale of Good Agreements
- Services Agreements
- Research and Development Agreements
- Joint Venture Agreements
- Licensing Agreements
What you'll see with Lawgood:
Three (3) Alternative Positions
- Favorable to Disclosing Party
- Neutral
- Favorable to Recipient
Draft better contracts with Lawgood.