Confidentiality agreement—contractual joint venture

The following Commercial precedent provides comprehensive and up to date legal information covering:

  • Confidentiality agreement—contractual joint venture
  • Background
  • 1 Definitions and interpretation
  • 2 Provision and use of confidential information
  • 3 Authorised disclosures
  • 4 Excluded information
  • 5 Intellectual property rights
  • 6 Liability
  • 7 Indemnity
  • 8 Non-solicitation
  • More...

Confidentiality agreement—contractual joint venture

This Agreement is made on [date]

Parties

  1. 1

    [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party A); and

  1. 2

    [Insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Party B).

(each of Party A and Party B being a party and together Party A and Party B are the parties)

Background

    1. (A)

      The parties propose to enter into negotiations concerning the Joint Venture.

    1. (B)

      Each party wishes to disclose Confidential Information to the other for use strictly for the Purpose.

    1. (C)

      Each party wishes to regulate the use of their respective Confidential Information by the Recipient, preserve the confidentiality of the Confidential Information, and protect their respective interests in such Confidential Information.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement, unless otherwise provided:

        [Affiliate

        1. means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;]

        [Authorised Person

        1. means, in relation to the Recipient, [any of the officers, directors, members, partners, employees, consultants, agents, representatives and professional advisers of the Recipient [and of its Affiliates] engaged in the evaluation and negotiation of the Joint Venture and any other persons whom the Discloser has previously designated

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