Confidentiality Agreement

 

 

DATED  __________________________________

BETWEEN
[NAME] __________________________________

[ADDRESS]__________________________________
(“Discloser”)

AND

[NAME]__________________________________

[ADDRESS]__________________________________
(“Recipient”)

BACKGROUND

The Recipient is providing services in relation to the development and delivery of a WordPress website and mobile app. (the “Project”).

B. Confidential information of the Discloser may be disclosed to the Recipient during the Project and the Recipient has therefore agreed to enter this confidentiality agreement.

OPERATIVE PROVISIONS

In consideration of disclosure of the Confidential Information to the Recipient, it is agreed that:

“Confidential Information” means all information (whether in written, oral, visual or machine readable form and whether disclosed before or after the date of this Agreement) of a confidential nature of or about the Discloser that is disclosed to the Recipient in the course of the Project, except information that:

is rightfully known to or in the possession or control of the Recipient and is not subject to an obligation of confidentiality on the Recipient; is disclosed to the Recipient by a third party which it reasonably believes was entitled to disclose it; the Recipient develops independently without use of the Confidential Information; and the Discloser discloses to any person or entity without imposing confidentiality restrictions.

“Permitted Disclosee” means

any person to whom the Discloser authorizes disclosure of the Confidential Information; those of the Recipient’s employees, subcontractors and advisors who have a need to know and only to the extent that each such employee, subcontractor or advisor has a need to know and is under an obligation to keep the Confidential Information confidential.

The Recipient, in relation to the Confidential Information, must:

only use it for the purpose of the Project; keep it confidential; not disclose it to any person other than a Permitted Disclosee or as required by law or to its legal advisers; and on request by the Discloser, return to the Discloser any or originals or copies in the Recipient’s possession (except that the Recipient may keep an archival copy of the Confidential Information, subject to its confidentiality obligations under this Agreement).

The Recipient’s obligations under this agreement will cease 2 years from the date of this Agreement.

The Discloser and Recipient agree to be governed by the law of Illinois, United States of America in relation to this agreement and The Project, and submit to the non-exclusive jurisdiction of the courts of that place.

 

Signed on behalf of the Discloser

Signature:__________________________________

Date:__________________________________

Signed for and on behalf of the Recipient

Signature:__________________________________

Date:__________________________________