A balanced, two-way agreement for evaluating a potential business relationship while protecting confidential information and intellectual property.
The parties wish to evaluate or discuss the Permitted Purpose identified above (the "Purpose"). Either party may disclose Confidential Information and, as to that information, is the "Disclosing Party"; the other party is the "Receiving Party." The duties in this Agreement apply equally to both parties and to Confidential Information disclosed on or after the Effective Date, including information disclosed before execution in reasonable anticipation of the Purpose.
"Confidential Information" means nonpublic information disclosed by or for a Disclosing Party, in any oral, written, visual, electronic, recorded, demonstrative, or other form, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation, business and operating plans; financial information and pricing; customers, leads, referral sources, partners, and relationship histories; marketing and sales data; software, source code, architecture, prompts, workflows, agent configurations, models, datasets, integrations, and security procedures; inventions, product concepts, and trade secrets; information belonging to third parties that the Disclosing Party is obligated to protect; and the existence, status, and terms of the parties' discussions. Notes, analyses, summaries, extracts, and materials derived from or reflecting such information are also Confidential Information.
Confidential Information does not include information that the Receiving Party can demonstrate with contemporaneous written or other reasonably reliable records: (a) was publicly available at disclosure or later becomes public without breach of this Agreement or another duty; (b) was lawfully known to the Receiving Party before disclosure without a confidentiality obligation; (c) was lawfully received from a third party entitled to disclose it without restriction; or (d) was independently developed without use of, reference to, or reliance on the Disclosing Party's Confidential Information. A combination of information is not excluded merely because individual components are public or previously known unless the combination itself qualifies for an exclusion.
The Receiving Party shall use Confidential Information solely for the Purpose and shall not use it to compete unfairly, solicit a disclosed opportunity for its own benefit, circumvent the Disclosing Party in a specifically disclosed transaction, or obtain another commercial advantage outside the Purpose. This provision protects confidential information and a disclosed transaction; it does not independently prohibit lawful competition, employment, or independently developed business activity.
The Receiving Party shall protect Confidential Information using at least reasonable care and no less than the care it uses to protect its own information of similar sensitivity. It shall limit access to the minimum reasonably necessary, maintain appropriate administrative, technical, and physical safeguards, and not copy or reproduce Confidential Information except as reasonably necessary for the Purpose.
The Receiving Party may disclose Confidential Information only to its employees, officers, directors, professional advisers, financing sources, contractors, or controlled affiliates who have a demonstrable need to know for the Purpose (collectively, "Representatives") and who are subject to confidentiality duties at least as protective as this Agreement, whether by written agreement, professional obligation, or fiduciary duty. Disclosure to a financing source or controlled affiliate is permitted only to the extent reasonably required for the Purpose.
The Receiving Party is responsible for a Representative's act or omission involving Confidential Information to the same extent as if the Receiving Party performed that act or omission itself. Ordinary cloud, document-hosting, electronic-signature, cybersecurity, and professional-service providers may process Confidential Information only under commercially reasonable security controls and contractual confidentiality or data-protection obligations.
The Receiving Party shall notify the Disclosing Party without unreasonable delay after discovering any actual unauthorized access, acquisition, use, or disclosure of its Confidential Information. The notice must describe the known material facts, categories of affected information, and reasonably available remediation steps. The Receiving Party shall promptly investigate, take reasonable steps to contain and mitigate the incident, preserve relevant records, and cooperate reasonably with the Disclosing Party. This Agreement does not require disclosure of information protected by attorney-client privilege or otherwise prohibited by law.
If disclosure is required by subpoena, court order, applicable law, or a lawful governmental demand, the Receiving Party may disclose only the minimum information legally required. To the extent legally permitted and reasonably practicable, it shall provide prompt advance written notice so the Disclosing Party may seek a protective order or other remedy, and shall reasonably cooperate at the Disclosing Party's expense. If advance notice is legally prohibited, notice shall be given promptly after the prohibition ends, if permitted.
Nothing in this Agreement prohibits a person from reporting a suspected violation of law to an appropriate government agency, participating in an investigation, or making another disclosure protected by applicable law. The Receiving Party need not obtain prior authorization for a legally protected report.
Notice under 18 U.S.C. Section 1833(b): An individual is immune from criminal or civil liability under federal or state trade-secret law for disclosure of a trade secret made (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law; or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual who files a retaliation lawsuit for reporting a suspected legal violation may disclose the trade secret to the individual's attorney and use it in the proceeding if documents containing the trade secret are filed under seal and the information is not disclosed except pursuant to court order. For this notice, an employee includes an individual performing work as a contractor or consultant.
This Agreement begins on the Effective Date and remains in effect for two (2) years unless either party terminates it earlier by thirty (30) days' written notice. Termination ends any right to receive new Confidential Information but does not affect protection of information previously received. For Confidential Information that is not a trade secret, the Receiving Party's use and nondisclosure obligations continue for five (5) years after the date of its last disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Provisions that by their nature should survive, including ownership, protected reporting, remedies, governing law, and return or destruction, survive to the extent necessary to give them effect.
Upon written request or termination of the discussions, the Receiving Party shall, within fifteen (15) business days, return or securely destroy Confidential Information and copies within its reasonable possession or control, including materials held by Representatives, and certify compliance in writing upon reasonable request. This duty includes reasonably accessible AI workspaces, agent memory, vector databases, searchable indexes, shared drives, and transaction records to the extent their removal is technically and legally permissible.
The Receiving Party may retain (a) one archival copy held by legal counsel or a designated compliance function solely to document legal rights and obligations; (b) records required by law, regulation, insurance, professional standards, or a bona fide litigation hold; and (c) copies contained in routine disaster-recovery or system backups that cannot reasonably be isolated or deleted. Retained information remains subject to this Agreement, may not be restored or accessed except for a permitted retention purpose, and shall be destroyed in the ordinary course when retention is no longer required.
All Confidential Information remains the property of the Disclosing Party or its applicable owner. No patent, copyright, trademark, trade-secret, software, data, invention, or other intellectual-property right is assigned or licensed by disclosure, except the limited right to use Confidential Information for the Purpose. Nothing in this Agreement creates a partnership, joint venture, agency, employment, exclusivity, or obligation to pursue or complete any transaction. Any transfer of intellectual property, compensation arrangement, investment, or commercial relationship requires a separate signed written agreement.
Neither party may publicly identify the other as a customer, investor, partner, client, or commercial relationship, issue a press release about the discussions, or use the other party's name, logo, or marks in marketing without prior written consent, except where disclosure is legally required.
Confidential Information is provided for evaluation without a representation or warranty of accuracy or completeness unless the parties state otherwise in a separate definitive written agreement. Nothing in this sentence limits liability for fraud or another claim that cannot lawfully be disclaimed.
A breach or threatened breach of this Agreement may cause harm that is difficult to measure or remedy with money alone. Subject to applicable law and ordinary judicial requirements, the affected party may seek temporary, preliminary, or permanent injunctive relief, specific performance, and any other available legal or equitable remedy. No provision guarantees that a court will grant an injunction, waives a required bond, or eliminates proof otherwise required by law.
This Agreement is governed by the laws of the State of Minnesota, without regard to conflict-of-laws principles, except to the extent another jurisdiction's mandatory law cannot be waived. Each party consents to exclusive jurisdiction and venue in the state courts located in Hennepin County, Minnesota, or, when federal subject-matter jurisdiction exists, the United States District Court for the District of Minnesota, sitting in Minneapolis. A party may seek emergency protective relief in another court of competent jurisdiction when reasonably necessary to prevent immediate unauthorized disclosure.
Notices under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by email to the notice contacts identified below, as updated by written notice. An email notice is effective when sent if the sender receives no delivery-failure notification; a notice of termination, material breach, or required destruction must also be sent by overnight courier or acknowledged by the recipient in writing. Routine operational communications and requests may be delivered by email alone.
This Agreement is the entire agreement concerning the confidential disclosures described here and supersedes prior oral or written confidentiality discussions concerning the same subject, but does not supersede a separate agreement expressly stated to remain in effect. Any amendment or waiver must be in a writing signed by both parties. A failure or delay in enforcing a right does not waive that right.
Neither party may assign this Agreement without the other party's prior written consent, except to a successor in connection with a merger, reorganization, or sale of substantially all relevant assets, provided that the successor agrees in writing to be bound and is not a direct competitor of the nonassigning party. If any provision is unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain effective. This Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original.