Page 379 - Law and the Media

Law and the Media
Specimen agreement 4:
Confidentiality Agreement

THIS AGREEMENT is made the day of [insert year]

BETWEEN:

(1) [Company name], a company incorporated under the laws of [ ], and registered
under number [ ], whose registered office is at [address] (the ‘Recipient’) and
(2) [Entity Name], a company incorporated under the laws of [ ], and registered
under number [ ], whose registered office is at [address] (the ‘Discloser’)

hereinafter collectively referred to as the ‘Parties’ and individually as the ‘Party’.

WHEREAS:
(1) The Parties are considering entering into a [commercial] transaction with each other in
relation to [details of potential transaction], (the ‘Transaction’)
(2) As a preparatory step to developing the Transaction the Recipient may receive or have
access to Confidential Information (as defined in clause 1 of this Agreement) from the
Discloser
(3) The Discloser wishes to protect such Confidential Information.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITION OF CONFIDENTIAL INFORMATION
‘Confidential Information’ is defined as all information which is furnished by the
Discloser or any of its directors, officers, employees, shareholders, lawyers, accountants,
financial advisors or other agents (‘Representatives’) in oral, written, magnetic, electronic
or other form to the Recipient or any of the Recipient’s Representatives, regardless of
whether specifically identified as confidential, together with any and all proprietary data,
trade secrets, know-how, ideas, principles, concepts, analyses, compilations or other
documents concerning the Discloser which are acquired by the Recipient or Recipient’s
Representatives.

2. SCOPE
The Parties agree that this Confidentiality Agreement sets forth the way in which the
disclosure, circulation and use of Confidential Information between the two Parties will
take place. The Recipient hereby agrees that Confidential Information will be used solely
for the purposes of evaluating the transaction and shall not be used for any purpose other
than as specified in this Agreement.

3. OBLIGATIONS OF THE RECIPIENT
3.1 The Recipient shall take any and all measures necessary to ensure the confidentiality
of Confidential Information.
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