Confidentiality Agreement Templet

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Confidentiality Agreement Templet Powered By Docstoc
					                                     Confidentiality Agreement


In the course of discussions exploring ________________________________________ Offering’ (the
“Project”) from ________________________________ (including its parent, subsidiaries and affiliated
companies, collectively "_____”) and
_________________________________________________________________________________
(Investor’s Name),                                    (Corporate Designation, State Organized)

Having its principal place of business located at
________________________________________________________________________________
(Investor’s Address),

(Including its parent, subsidiaries and affiliated companies, collectively “Recipient”),______ may disclose to
Recipient certain information that is either non-public, confidential or proprietary in nature. In consideration
of _______ furnishing such information and in furtherance of our discussions relating to the Project, it is
agreed, effective as of the ____ day of __________, 2010, and intending to be legally bound, that:

1.   Except as expressly provided below, Recipient agrees that all information which is either non-public,
     confidential or proprietary in nature, whether oral or written or via computer disk or electronic media or
     otherwise, to which Recipient is given access or which is made available to Recipient (including
     information received by Recipient's representatives (as defined below) is referred to hereinafter as
     “Confidential Information”. Confidential Information shall include, without limitation, technology,
     know-how, processes, software, databases, trade secrets, contracts, proprietary information, historical and
     projected financial information, business strategies, operating data and organizational and cost structures,
     product descriptions, pricing information, customer information (including without limitation names,
     addresses, telephone numbers, account numbers, demographic, financial and transactional information or
     customer lists) whether received before or after the date hereof.

2.   Except as expressly provided below or with _______ prior written consent, Recipient agrees (a) that it
     will hold all Confidential Information in confidence, (b) that it will not disclose any Confidential
     Information to any third party, other than its directors, officers, employees, affiliates, agents, consultants,
     or representatives who have a need to know such information in connection with the Project (collectively,
     the “Representatives”), and (c) that it will not use or permit its Representatives to use any such
     Confidential Information for purposes other than in connection with the Project. Recipient agrees to
     inform its Representatives of the confidential and valuable nature of the Confidential Information and of
     its obligations under this Agreement. Recipient agrees to use reasonable controls (but in all events at least
     the same degree of care and controls that Recipient uses to protect its own confidential and proprietary
     information of similar importance) to prevent the unauthorized use, disclosure or availability of
     Confidential Information. In addition to the foregoing, Recipient shall have appropriate policies and
     procedures to (a) protect the security and confidentiality of the Confidential Information, (b) protect
     against any anticipated threats or hazards to the security or integrity of such Confidential Information, and
     (c) protect against unauthorized access to or use of such Confidential Information that could result in
     harm or inconvenience to _____or ______ customers.

3.   As a condition of this Agreement it is agreed that Recipient (and its Representatives) without the prior

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     consent of __________________ will not disclose to any person (other than to Representatives) the fact
     that discussions or negotiations are taking place concerning the Project or any other possible transaction
     with __________________. Any media releases or public announcements or disclosures by Recipient
     relating to this Agreement or the Project shall be coordinated with and approved by
     __________________. Recipient may, however, make such disclosures to or as may be required by its
     applicable regulatory authorities or its auditors or pursuant to applicable securities laws.

4.   Notwithstanding any other provision herein, Recipient may disclose Confidential Information if legally
     compelled to do so pursuant to a requirement or request of a governmental agency or pursuant to a court
     or administrative deposition, interrogatory, request for documents, subpoena, civil investigative demand
     or other similar legal process or requirement of law, or in defense of any claims or causes of action
     asserted against it; provided, however, that it shall (a) first notify __________________ of such request
     or requirement, or use in defense of a claim, unless such notice is prohibited by statute, rule or court
     order, (b) attempt to obtain __________________’s consent to such disclosure, and (c) in the event
     consent is not given, to agree to permit a motion to quash, or other similar procedural step, to seek
     protection against the production or publication of information. In making any disclosure under such
     legal process, Recipient agrees to use all reasonable efforts to preserve the confidential nature of such
     information. Nothing herein shall require Recipient to fail to honor a subpoena, court or administrative
     order, or a similar requirement on a timely basis. Recipient shall cooperate with __________________ in
     an effort to reasonably limit the nature and scope of any required disclosure of Confidential Information.

5.   With the exception of __________________ customer information, which shall be protected in all
     circumstances, it is understood and agreed that no information shall be within the protection of this
     Agreement where such information: (a) is or becomes publicly available through no fault of Recipient or
     its Representatives; (b) is released by __________________ to anyone without restriction; (c) is rightly
     obtained from third parties, who, to the best of Recipient's knowledge, are not under an obligation of
     confidentiality; (d) was known to Recipient prior to its disclosure without any obligation to keep it
     confidential as evidenced by tangible records kept by the Recipient in the ordinary course of business; or
     (e) is independently developed by the Recipient without reference to __________________’s
     Confidential Information.

6.   It is understood and agreed that any arrangement relating to the Project is subject to approval by the
     senior managements of __________________ and Recipient, as applicable, and to the negotiation,
     execution and delivery of a definitive agreement between __________________ and Recipient containing
     mutually agreeable terms and conditions. Each party shall bear its own costs and
				
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Description: Confidentiality Agreement between Institution and Party
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