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CONFIDENTIALITY AGREEMENT
The Parties to this Agreement are _________, _________, _________ and _________, as more
fully described on the signature page attached hereto agree as follows:
1. PURPOSE
The Parties are interested in receiving, evaluating and/or using each other’s Confidential
information, including but not limited to, negotiating purchase of cryptocurrency, IT and
digital asset, different goods and/or participating in different investment projects,
solely for the purpose of considering the advisability of a mutual business relationship,
and/or of completing performance of an existing or future business relationship with one
another, and either Party may elect to disclose to the other Party or Parties certain
Confidential Information solely for the Purpose subject to appropriate measures to
protect and preserve the confidentiality of such Confidential Information.
2. CONFIDENTIAL INFORMATION
Confidential Information shall be defined as proprietary trade secret Information when
such information consists of information and materials that are valuable and not generally
known by the other Party; specifically, certain non-public information relating to the
business, financial condition, operations, assets and liabilities of a Party or its affiliates;
collectively referred to in this Agreement as Confidential Information which includes:
a) Any and all information concerning either Party’s current, future or proposed
products or services, including, but not limited to financial information,
personal or corporate names, contracts initiated by or involving the Parties;
business plans; strategies, business methods; software programs and
enhancements, and upgrades and modifications thereof; user and other
manuals; documents; specifications; financials, statements and projections;
client lists, marketing material, unpublished promotional material, cost and
pricing information, data, data listing, and other customer information;
project plans and case studies; sample deliverables; and references.
b) All such information, whether furnished before or after the date of this
Agreement, whether designated confidential or not and whether oral, in
writing or gathered by inspection; all copies, summaries, outlines or other
representations of any of the foregoing; all notes, analyses, compilations,
studies, interpretations or other documents prepared by the either Party
which contain, reflect or are based upon, in whole or in part, the information
furnished to the other Party including formulas, designs, devices, computer
code, drawings, specifications, notebook entries, technical notes and graphs,
computer printouts, technical memoranda and correspondence, product
development agreements and related agreements.
c) Information of the type described above which either Party has obtained from
another third party, which is treated as confidential, whether owned or
developed by either Party to this Agreement.
3. NON-DISCLOSURE
Either Party to this Agreement, as a Receiving Party or Disclosing Party shall treat
Confidential Information with the same degree of care and safeguards that it takes with
its own Confidential Information, but in no event less than a reasonable degree of care.
Without the other Party’s written consent, a receiving Party will not:
The Receiving Party will carefully restrict access to Confidential Information to those
associates, clients and employees who are subject to non-disclosure restrictions at least
as protective as those set forth in this Agreement and who clearly need such access to
participate on the receiving Party’s behalf in the analysis and negotiation of a business
relationship with the other Party which is the Disclosing Party or Receiving Party as the
case may be. The Receiving Party will advise each associate, client and employee to whom
it provides access to any Confidential Information that they are prohibited from using or
disclosing the Confidential Information to others without the Disclosing Party’s prior
written consent and are bound by the terms and conditions of this Agreement.
4. RETURN OF MATERIALS
Upon either Party’s request, the Receiving Party shall within 30 days return all original
materials provided by the Disclosing Party to the Disclosing Party, including any copies,
notes or other documents in the Receiving Party’s possession pertaining to Confidential
Information.
5. LIMITED EXCLUSIVITY
PARTIES agree that for the term of this Agreement as well as twenty-four (24) months
after this Agreement has expired or terminated, that neither PARTY shall perform
competitive Services or Product sales to any Customers, Patients, Suppliers, Vendors or
any other relationships nor become a competitor to either PARTY directly or indirectly for
services or products provided by either PARTY.
6. EXCLUSIONS
This Agreement does not apply to any information that:
a) Was in the Receiving Party’s possession or was known to receiving Party,
without an obligation to keep it confidential, before such information was
disclosed to the Receiving Party by the Disclosing Party, and:
b) Is or becomes public knowledge through a source other than the Receiving
Party through no fault of the Receiving Party;
c) Is or becomes lawfully available to the Receiving Party from a source other
than the Disclosing Party;
d) Is disclosed by the receiving Party with Disclosing Party’s prior written
approval; or
e) If either Party or respective representatives becomes legally compelled (by
oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand, or similar process) to disclose any
Confidential Information, each Party agrees to provide the other Party with
prompt notice of each such request, to the extent practicable, so that the
other Party may seek an appropriate protective order. If absent the entry of a
protective order, the Party or its representatives requested or required to
disclose are, in the opinion of counsel, legally compelled to disclose
Confidential Information under pain of liability for contempt or other censure
or penalty, such Party or representative may disclose such information (but
only to the extent required) without liability under this Agreement and the
Party requested or required to disclose agrees to cooperate in the other
Party’s efforts to obtain reliable assurances that confidential treatment will be
accorded any Confidential Information so furnished.
7. TERM
This Agreement and both Party’s duty to hold Confidential Information in confidence shall
remain in effect until the Confidential Information is no longer a trade secret or
Confidential Information as defined, or until either Party as a Disclosing Party sends the
other Party as the receiving Party written notice releasing the other Party from being
bound by the terms and conditions of this Agreement. Either Party may elect at any time
by notice to the other to terminate further access to, and review of, the Confidential
Information. Notwithstanding the above provisions, the obligations created by this
Agreement shall remain in force for a minimum of two (2) years from the date hereof and
shall remain in effect unless terminated in writing by either Party at which time this
agreement will remain in force for an additional two (2) years after termination.
8. NO RIGHTS GRANTED
This Agreement does not constitute a grant or an intention or commitment to grant any
right, title or interest in Confidential Information held by the Disclosing Party that is
provided to the Receiving Party.
9. WARRANTY
The Disclosing Party warrants that is has the right to make the disclosures under this
Agreement.
11. COUNTERPARTS
This Agreement may be executed by the Parties in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall constitute one
instrument:
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date set
forth:
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