This CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into on [DATE] by and between [PARTY A] ("Disclosing Party") and [PARTY B] ("Receiving Party").
 
WHEREAS, the Disclosing Party has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information") and desires to assure that such Proprietary Information is not disclosed to third parties;
 
WHEREAS, the Receiving Party is willing to receive Proprietary Information on the terms and conditions set forth herein.
 
NOW, THEREFORE, in consideration of the disclosure of Proprietary Information, the parties agree as follows:
 
1. Definition of Proprietary Information. "Proprietary Information" shall include all data, reports, records, materials, lists, specifications, technical information, software, source code, object code, trade secrets, business plans, marketing plans, financial information, customer lists, customer information, and any other information, whether oral, written or in any other form, that is disclosed by the Disclosing Party to the Receiving Party.
 
2. Obligations of the Receiving Party. The Receiving Party shall use the Proprietary Information solely for the purpose of [INSERT PURPOSE FOR DISCLOSURE]. The Receiving Party shall not disclose, reproduce, distribute, publish, transmit, or otherwise disseminate the Proprietary Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable precautions to protect the Proprietary Information from unauthorized use or disclosure, including but not limited to measures to restrict access to the Proprietary Information to those employees, agents, and contractors who need such access for the purpose of [INSERT PURPOSE FOR DISCLOSURE]. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure of the Proprietary Information.
 
3. Term. This Agreement shall remain in effect for a period of [INSERT TERM] from the date of this Agreement.
 
4. Return of Proprietary Information. Upon the expiration or termination of this Agreement, the Receiving Party shall promptly return all Proprietary Information to the Disclosing Party, and shall not retain any copies, extracts, or other reproductions thereof.
 
5. Remedies. The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, and that monetary damages may not be an adequate remedy. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, without the posting of a bond, to enforce the provisions of this Agreement.
 
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [INSERT STATE/COUNTRY].
 
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements between the parties. This Agreement may not be amended except in writing signed by both parties.
 
8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
[PARTY A]
 
By:___________________________
 
Name:_________________________
 
Title:__________________________
 
[PARTY B]
 
By:___________________________
 
Name:_________________________
 
Title:__________________________