Confidentiality Agreement Template for Research

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of ________________, 20____ (the "Effective Date"), by and between:

DISCLOSING PARTY: __________________________________________________, having its principal place of business at __________________________________________________ ("Disclosing Party"),

AND

RECEIVING PARTY: __________________________________________________, having its principal place of business at __________________________________________________ ("Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

1. PURPOSE

The Parties intend to engage in discussions and/or a collaborative engagement regarding the following research project or business purpose: ______________________________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain proprietary, technical, and confidential information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all information, data, research findings, trade secrets, software, prototypes, business plans, financial information, and technical documentation disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, which is designated as confidential or which reasonably ought to be considered confidential under the circumstances.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own confidential information). b) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party. c) Use the Confidential Information solely for the Purpose defined in Section 1. d) Limit access to the Confidential Information to its employees, consultants, or agents who have a specific need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party. b) Was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party. c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. d) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years. The obligations of confidentiality set forth herein shall survive the termination of this Agreement for a period of ______ years following the date of disclosure.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and provide written certification of such destruction.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of __________________________________, without regard to its conflict of law principles.

8. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain any breach or threatened breach of this Agreement, in addition to any other remedies available at law.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

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DISCLOSING PARTY

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________

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RECEIVING PARTY

Signature: ___________________________

Name: _______________________________

Title: ________________________________

Date: ________________________________