This is a standard-form drafting starting point, not a finished, attorney-reviewed agreement. Have counsel review and adapt it — including the governing-law and jurisdiction terms — before either party signs.
The parties wish to explore a potential business relationship (the "Purpose") and, in connection with that exploration, may disclose to each other certain non-public, confidential, or proprietary information. This Agreement governs each party's use and protection of that information.
"Confidential Information" means any non-public information disclosed by either party (the "Disclosing Party") to the other (the "Receiving Party"), whether in writing, orally, or by observation, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including business plans, financial information, technical data, customer and pricing information, and the existence and terms of the parties' discussions.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already lawfully known to the Receiving Party without an obligation of confidentiality; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt written notice (where legally permitted) so the Disclosing Party may seek a protective order.
This Agreement is effective as of the Effective Date and continues until terminated by either party on 30 days' written notice. The confidentiality obligations in Section 4 survive termination for a period of [3 / 5] years, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
Upon the Disclosing Party's written request, the Receiving Party will promptly return or destroy all materials containing Confidential Information and certify such destruction, subject to standard, non-accessible backup retention and legal retention requirements.
Nothing in this Agreement grants either party any license or ownership interest in the other's Confidential Information, and nothing obligates either party to proceed with the Purpose or any transaction.
The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages are an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other available remedy.
This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Hennepin County, Minnesota.
This Agreement is the entire understanding between the parties regarding its subject matter and supersedes prior discussions on that subject. Neither party may assign this Agreement without the other's written consent. If any provision is held unenforceable, the remainder remains in effect. This Agreement may be signed in counterparts, including electronically.