Between
[PARTY 1 NAME] ("Party 1")
Company Registration Number: [NUMBER]
and
[PARTY 2 NAME] ("Party 2")
Company Registration Number: [NUMBER]
Effective Date: [DATE]
This Agreement allows both parties to share confidential information for the purpose of: [DESCRIBE PURPOSE]
"Confidential Information" means any information that:
a) One party ("Discloser") shares with the other party ("Receiver"), or that the Receiver learns from the Discloser or its representatives
b) Is marked as confidential, described as confidential at the time of disclosure, or would reasonably be understood to be confidential
c) Includes (but is not limited to):
"Confidential Information" does not include information that:
a) Was already in the public domain (not through a breach of this Agreement)
b) Was already known to the Receiver before disclosure (with documentation to prove it)
c) Was legally obtained from a third party who wasn't under confidentiality obligations
d) Was independently developed by the Receiver without using the Confidential Information
e) The Discloser confirms in writing is not confidential
a) Keep the Discloser's Confidential Information secure and protected
b) Use the Confidential Information only for the Purpose stated above
c) Only share the Confidential Information with its employees, agents, and representatives who:
d) Take reasonable steps (at least as protective as those it uses for its own Confidential Information) to prevent unauthorized use or disclosure
e) Promptly notify the Discloser of any actual or suspected unauthorized disclosure or misuse
f) Not copy, reverse engineer, decompile, or create derivative works from the Confidential Information except as needed for the Purpose
g) Return or destroy all Confidential Information (including electronic copies) upon the Discloser's request
The Receiver also agrees to:
a) Not use the Discloser's Confidential Information to train, fine-tune, or improve any AI model, algorithm, or system without the Discloser's explicit written permission
b) Not input the Discloser's Confidential Information into any public or third-party AI system, tool, or platform (including but not limited to ChatGPT, Claude, Bard, or similar systems)
c) Implement appropriate safeguards to prevent inadvertent disclosures through AI tools used within the Receiver's environment
d) When sharing outputs from AI systems with the Discloser, clearly identify such content as AI-generated
e) Maintain records of any authorized AI uses of Confidential Information
For digital materials and tools, the Receiver will:
a) Implement appropriate digital security measures including access controls, encryption (where appropriate), and secure storage
b) Apply the same level of protection to digital outputs derived from Confidential Information as to the original information
c) Track and manage access to digital Confidential Information
d) Ensure that temporary files, caches, or other incidental copies in digital systems are properly deleted or secured
a) This Agreement starts on the Effective Date.
b) The confidentiality obligations last for [NUMBER] years after the disclosure of the Confidential Information.
c) Either party may terminate this Agreement with 30 days' written notice to the other party.
d) Termination does not affect obligations regarding Confidential Information disclosed before termination.
Within 30 days of the Discloser's request or the end of this Agreement, the Receiver will:
a) Return or destroy all Confidential Information and any copies
b) Delete or destroy all electronic versions, including from backup systems (where technically feasible)
c) Provide written confirmation that this has been done
d) The Receiver may keep copies required by law or regulation, or securely stored in automatic backup systems, provided such information remains confidential
a) All Confidential Information remains the property of the Discloser.
b) No licenses or rights to intellectual property are granted except the limited right to use the Confidential Information for the Purpose.
c) AI outputs derived from or incorporating Confidential Information are also considered Confidential Information owned by the Discloser.
a) The Discloser provides the Confidential Information "as is" without warranties.
b) The Discloser is not responsible for the accuracy or completeness of the Confidential Information.
a) Both parties acknowledge that money damages may not be sufficient remedy for a breach of this Agreement.
b) The Discloser is entitled to seek injunctive relief or specific performance for any breach or threatened breach, in addition to all other remedies available at law or equity.
The Receiver may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiver:
a) Gives the Discloser prompt written notice to allow the Discloser to challenge the disclosure
b) Discloses only what is legally required
c) Uses reasonable efforts to ensure the information remains confidential
All notices under this Agreement must be in writing and sent to the email addresses listed below:
Party 1: [EMAIL ADDRESS]
Party 2: [EMAIL ADDRESS]
a) Entire Agreement: This Agreement represents the entire understanding between the parties regarding Confidential Information and supersedes all prior discussions.
b) Amendments: Any changes to this Agreement must be made in writing and signed by both parties.
c) No Assignment: Neither party may assign its rights or obligations under this Agreement without the other party's written consent.
d) Severability: If any part of this Agreement is found to be unenforceable, the rest remains valid.
e) No Waiver: Failure to enforce any part of this Agreement is not a waiver of future rights.
f) Governing Law: This Agreement is governed by the laws of [JURISDICTION] without regard to conflict of law principles.
g) Dispute Resolution: Any disputes will be resolved by [DISPUTE RESOLUTION METHOD] in [LOCATION].
h) Third Parties: This Agreement does not create any rights for third parties.
i) Counterparts: This Agreement may be signed in multiple copies, each of which will be considered an original.
By signing below, each party agrees to be bound by this Agreement:
For [PARTY 1 NAME]:
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
For [PARTY 2 NAME]:
Signature: ________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________