[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-confidential-information-exchange-agreement-D784":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CONFIDENTIAL INFORMATION EXCHANGE AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [INFORMATION RECEIVER NAME] (the \"Receiver\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] WHEREAS, Developer is in the business of developing and marketing business software. Developer owns software which provides advanced capabilities and which constitutes proprietary information and a trade secret of Developer (\"Software\"); and WHEREAS, the parties hereto are desirous of jointly exploring areas of mutual interest and benefit, including but not limited to the distribution of the Software by the Receiver, and therefore certain proprietary information may be transmitted to Receiver in the form of user documentation, system documentation, functional overview, screen layouts, report layouts, processing flowcharts, and other associated documentation (\"Proprietary Information\"); and WHEREAS, Receiver desires an opportunity to review and evaluate the Software by consultation with Developer and examining Proprietary Information of Developer and agrees to provide for proper safeguards to protect the Proprietary Information. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, Developer and Receiver hereby agree as follows: No Joint Venture The parties hereto agree that this Agreement is for the purposes of protecting proprietary information only. This Agreement is not a joint venture or other such business arrangement; and any agreement between the parties as to joint business activities will be set forth in subsequent written agreements. Definition of Proprietary Information The term Proprietary Information shall include all information and data furnished by Developer to Receiver, whether in oral, written, graphic or machine-readable form, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, concepts, and ideas, except such information and data as the parties agree in writing is not proprietary or confidential. Information made available to the general public shall not be considered to be Proprietary Information. Non-Disclosure Receiver agrees to hold the Proprietary Information received in confidence and not to show or disclose it to any third parties. It will use reasonable means, not less than that used to protect its own proprietary information, to safeguard the Proprietary Information. it shall store the Proprietary Information in a safe place. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":93,"description":6},"non disclosure agreement nda",[95,97],{"label":31,"url":96},"business-legal-agreements",{"label":98,"url":99},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":102,"descriptionCustom":6,"label":103,"pages":8,"size":88,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":112,"url":113},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":108,"description":6},"letter of intent_acquisition of business",[110,111],{"label":31,"url":96},{"label":31,"url":96},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":88,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":127,"url":128},"CO-FOUNDER AGREEMENT This Co-Founder Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME], (the \"Company\" or \"Corporation\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [CO-FOUNDER NAME], (the \"Co-founder\"), an individual with their main address located at: [COMPLETE ADDRESS] Collectively, the Company or Corporation and Co-founder shall be referred to as the \"Parties.\" WHEREAS the Company is engaged in the business of [SPECIFY THE BUSINESS]; WHEREAS the Company wishes to add the Co-founder as an additional founder of the Company (the \"Co-founder\" or \"Additional Founder\"). NOW THEREFORE in consideration of the covenants contained herein, and in connection with such collaboration of the business concept and technology, and in consideration for a mutually agreeable framework which shall serve as the foundation for the Founders to successfully develop the Business Concept and Technology, the undersigned hereby agree as follows: CAPITAL CONTRIBUTIONS AND EXPENSES Capital Contribution. The Co-founder hereby commits to contribute up to [SPECIFY AMOUNT] toward Company expenses when called on by the Company, as non-refundable capital contributions. Additional Capital Contribution. The Co-founder may make additional capital contributions in the form of cash and prepaid expenses from time to time to fund the Company's ongoing capital and operating needs. ROLES AND RESPONSIBILITIES Co-Founder's Contribution. The Co-founder shall, using best efforts, contribute to the development of the Product or Service pursuant to the Founder's \"Role and Responsibility\" description as set out at Schedule 2 attached hereto. OWNERSHIP Intellectual Property. The Co-Founder shall grant and assign to the Company immediately, incorporation of all of his or her rights, title, and interest in the Product or Service (including all rights, title and interest in the intellectual property and all applications thereto), including waiving all moral rights, and assigning all patents, designs, industrial designs, trade-marks, copyrights, trade secrets, ideas (however formed or unformed) and labor and/or work products that result from any task or work performed by the Co-Founder that relates to the Product or Service for the full term of such rights (the \"Transfer\"). Ownership of the Company: The Co-Founder will have an equal ownership interest in the Company. The Co-Founder's ownership interests need not be represented by a certificate or any other evidence beyond that contained in this Agreement. If a Founder requests, the Company will issue a certificate evidencing the Founder's interest. The certificate must contain a legend noting that the ownership interest is subject to legal and contractual restrictions on transfer. Transfer to Company. The Co-Founder acknowledges and agrees that any discovery, invention, secret process or improvement in procedure made or discovered by the Co-Founder in connection with or in any way affecting or relating to the Product or Service or capable of being used or adapted for use in the Product or Service shall immediately be disclosed to the Company and shall belong to and be the absolute property of the Company. EQUITY DISTRIBUTION & VESTING Equity Distribution. Subject to this Section 4, the Shares of the Corporation shall be issued to the Co-Founder according to the distribution chart below (the \"Founder Equity\"): Name Equity Distribution (%) [ADDITIONAL FOUNDER NAME] [EQUITY PERCENTAGE] Ordinary Distribution. The Company may (but is not required to) make ordinary distributions to the Co-Founder out of cash received by the Company (excluding new capital contributions or loans), less all accounts payable and reserves against anticipated expenses from time to time, as determined by a majority of Founders. All distributions must be made in the following order: First, in equal proportion to all Founders who have contributed cash that has not been repaid, until each Founder has been paid out to the extent of such contributions in full; Second, to all Founders in equal proportion. Vesting. The Equity shall be issued pursuant to point 4.1 and shall vest to the Co-founder over [SPECIFY NUMBER OF YEARS FOR VESTING], and the Co-founder shall enter into a customary stock restriction agreement on the Incorporation Date outlining such vesting. Issuance of Shares. The Shares issued to the Co-founder shall come from the same series and class of Shares, such that there are no differences in the rights (including but not limited to voting and distribution rights) accorded to the Shares issued to the Co-founder. RESTRICTIONS The Co-founder may not transfer, pledge or otherwise encumber any Shares or any ownership or entitlement to ownership of the Corporation or of the Product or Service described herein without the unanimous written consent of the Founders. OPPORTUNITIES AND DUTIES TO THE COMPANY The Co-founder must refer to the Company, in writing, all opportunities to participate in a business or activity that is directly competitive with the Project within [GEOGRAPHIC REGION], whether as an employee, consultant, officer, director, advisor, investor, or partner. The Company will have [NUMBER OF DAYS] days to decide whether to pursue any referred opportunity, and to notify the referring Co-founder of its decision in writing. If the Company elects not to pursue the opportunity, or if it does not notify the referring Co-founder of its intent in writing within the [NUMBER OF DAYS] days period, then the referring Founder will be free to pursue the opportunity independently. If the Company elects to pursue the opportunity, but later abandons it, then the referring Founder will be free to pursue the opportunity independently at such time. CONFIDENTIALITY AND NON-COMPETE Confidentiality. The Co-founder agrees to keep all non-public information with respect to Project intellectual property (IP) confidential and not to disclose it to any other party, except (i) to attorneys and advisors who need to know in connection with performing their duties, (ii) to potential business development partners and/or investors approved by the Company in writing, and who are bound by a confidentiality agreement in writing, and (iii) in response to an inquiry from a legal or regulatory authority. The Co-founder agrees to keep the Product or Service confidential; disclosure of the Product or Service will occur only on an as-needed basis and only upon consent of all Founders","Co-Founder Agreement","10","https://templates.business-in-a-box.com/imgs/1000px/co-founder-agreement-D13317.png","https://templates.business-in-a-box.com/imgs/250px/13317.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13317.xml",{"title":122,"description":6},"co-founder agreement",[124],{"label":125,"url":126},"Business Plan Kit","business-plan-kit","co founder agreement","/template/co-founder-agreement-D13317",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":142,"url":143},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[139],{"label":140,"url":141},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":156,"url":157},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[154,155],{"label":31,"url":96},{"label":31,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":170,"url":171},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[168,169],{"label":31,"url":96},{"label":31,"url":96},"technology transfer agreement","/template/technology-transfer-agreement-D919",false,{"seo":174,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":435,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Confidential Information Exchange Agreement Template (Free Word)","Free Confidential Information Exchange Agreement template for mutual sharing of sensitive business information. Used in 190+ countries. Free Word and PDF download.","confidential information exchange agreement template",[20,179,180,181,182,183,184],"mutual nda template","two-way nda template free","bilateral confidentiality agreement template word","confidential information sharing agreement","mutual non-disclosure agreement template free","confidential information exchange agreement word",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":172},"medium",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Confidential Information Exchange Agreement is a binding legal contract between two parties who each intend to share sensitive proprietary information with the other. Unlike a one-way NDA, this template creates reciprocal confidentiality obligations so that both parties are protected as disclosers and bound as recipients simultaneously. This free Word download covers the full standard structure — definition of confidential information, permitted use, exclusions, term, and remedies — and can be edited online and exported as PDF for immediate execution.\n","Use it whenever two businesses are exploring a partnership, merger, joint venture, or technology integration where both sides must share proprietary data, trade secrets, pricing, or business strategy before a formal deal is signed. It is also appropriate for co-development arrangements where each party contributes sensitive technical information to a shared project.\n","Definitions of confidential information and permitted purpose, mutual obligations of non-disclosure and limited use, standard exclusions from confidentiality, compelled-disclosure handling, term and survival provisions, return or destruction of information, and remedies including injunctive relief.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Startup founders","Protecting proprietary technology shared with a potential strategic partner or acquirer","persona-startup-founder",{"title":202,"use_case":203,"icon_asset_id":204},"Business development managers","Governing information exchange during partnership or distribution negotiations","persona-business-development",{"title":206,"use_case":207,"icon_asset_id":208},"Corporate M&A teams","Establishing mutual confidentiality before due diligence begins on both sides","persona-ceo",{"title":210,"use_case":211,"icon_asset_id":212},"Technology companies","Sharing API documentation, architecture specs, and roadmap data with integration partners","persona-saas-company",{"title":214,"use_case":215,"icon_asset_id":216},"Joint venture co-founders","Protecting each party's existing IP contributed to a shared co-development effort","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Procurement and vendor managers","Covering mutual disclosure of pricing models, supplier data, and operational processes during vendor evaluation","persona-procurement-manager",[222,226,230,234,238,242,246],{"situation":223,"recommended_template":224,"slug":225},"Only one party is disclosing sensitive information to the other","Non-Disclosure Agreement (One-Way NDA)","non-disclosure-agreement-nda-D12692",{"situation":227,"recommended_template":228,"slug":229},"Sharing confidential information specifically in the context of a formal M&A transaction","Mergers and Acquisitions NDA","contractor-non-disclosure-agreement-nda-D13825",{"situation":231,"recommended_template":232,"slug":233},"Protecting confidential information shared with a new employee","Employee Confidentiality Agreement","employee-non-disclosure-agreement-D538",{"situation":235,"recommended_template":236,"slug":237},"Engaging a contractor who will access proprietary business information","Independent Contractor NDA","independent-contractor-agreement-D160",{"situation":239,"recommended_template":240,"slug":241},"Sharing trade secrets and IP as part of a technology licensing deal","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":243,"recommended_template":244,"slug":245},"Early-stage co-founders defining IP ownership and confidentiality between themselves","Co-Founders Agreement","co-founder-agreement-D13317",{"situation":247,"recommended_template":248,"slug":249},"Sharing confidential information only for the purpose of evaluating a specific business opportunity","Letter of Intent with Confidentiality Provisions","letter-of-intent-D12655",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Confidential Information","Any non-public data, material, or knowledge designated as confidential by a disclosing party, including trade secrets, financials, customer lists, and technical specifications.",{"term":255,"definition":256},"Disclosing Party","The party sharing confidential information with the other side under the agreement.",{"term":258,"definition":259},"Receiving Party","The party accepting access to the other side's confidential information and taking on the obligation to protect it.",{"term":261,"definition":262},"Permitted Purpose","The specific, defined reason for which the receiving party is authorized to access and use the confidential information — typically evaluation of a potential business relationship.",{"term":264,"definition":265},"Need-to-Know Basis","A standard restricting disclosure of confidential information within the receiving party's organization to only those employees or advisors who genuinely require it to advance the permitted purpose.",{"term":267,"definition":268},"Exclusions from Confidentiality","Categories of information that are not protected under the agreement because they are already publicly known, independently developed, or received from a third party without restriction.",{"term":270,"definition":271},"Compelled Disclosure","A situation where a receiving party is legally required by court order or government demand to reveal confidential information, typically requiring them to give the disclosing party advance notice and cooperate with any protective order.",{"term":273,"definition":274},"Term","The period during which the agreement remains active, after which no new disclosures are covered — though survival clauses often extend confidentiality obligations beyond the term.",{"term":276,"definition":277},"Survival Clause","A provision stating that specific obligations — typically confidentiality and remedies — continue in force after the agreement expires or is terminated.",{"term":279,"definition":280},"Injunctive Relief","A court order requiring a party to stop or refrain from a specific action — typically the disclosure of confidential information — without the need to prove monetary damages first.",{"term":282,"definition":283},"Residuals Clause","An optional provision allowing a receiving party to use information retained in unaided human memory after the agreement ends, without liability — common in technology agreements but heavily negotiated.",{"term":285,"definition":286},"Return or Destruction","An obligation on the receiving party to either return all confidential materials to the disclosing party or certify their destruction at the end of the agreement or upon request.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Recitals and defined permitted purpose","States why the parties are entering the agreement and defines the specific business purpose for which confidential information may be used.","The parties intend to [DESCRIBE PURPOSE, e.g., evaluate a potential joint venture relating to [DESCRIPTION]] (the 'Permitted Purpose'). Each party may receive Confidential Information from the other solely in furtherance of the Permitted Purpose.","Defining the permitted purpose too broadly as 'exploring a business relationship.' A vague purpose makes it nearly impossible to argue that a party exceeded their authorized use of the information.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definition of confidential information","Specifies exactly what information is covered — whether by category, marking requirement, or a catch-all — and how each party designates its disclosures as confidential.","'Confidential Information' means any information disclosed by one party to the other, whether orally or in writing, that is designated as 'Confidential' at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.","Requiring all confidential information to be marked in writing at the time of disclosure. Oral disclosures without a follow-up written confirmation fall outside the definition, leaving significant exposures uncovered.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Mutual non-disclosure obligations","Binds each party — in its role as a receiving party — not to disclose the other's confidential information to third parties or use it for any purpose beyond the permitted purpose.","Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely for the Permitted Purpose.","Using 'reasonable efforts' as the standard of care without anchoring it to a minimum. Courts interpret 'reasonable efforts' inconsistently — adding 'but no less than reasonable care' sets a floor.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Need-to-know disclosure within each party","Permits each party to share the other's confidential information internally with employees, officers, and advisors who need it for the permitted purpose, provided those individuals are bound by equivalent confidentiality obligations.","Each party may disclose the other party's Confidential Information to its employees, directors, attorneys, and financial advisors ('Representatives') who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.","Allowing disclosure to 'affiliates' without requiring those affiliates to be contractually bound. A subsidiary that receives confidential information with no binding obligation can freely disclose it.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Exclusions from confidentiality","Lists the standard categories of information that are not subject to confidentiality obligations because they were already known, independently developed, or publicly available.","Obligations under this Agreement do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is received from a third party without restriction on disclosure.","Failing to require the receiving party to document and prove independent development at the time it occurs. Without contemporaneous records, this exclusion is very difficult to establish in litigation.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Compelled disclosure","Addresses the scenario where a receiving party is legally ordered to disclose confidential information, requiring advance notice to the disclosing party so it can seek a protective order.","If a Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall: (a) provide the Disclosing Party with prompt written notice before disclosure, to the extent permitted by law; (b) cooperate with the Disclosing Party's efforts to obtain a protective order or other relief; and (c) disclose only the minimum information legally required.","Omitting the compelled-disclosure clause entirely. Without it, a party served with a subpoena has no contractual obligation to notify the other side, potentially waiving that party's only chance to seek a protective order.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Term and survival","Defines how long the agreement remains in force for new disclosures and specifies that confidentiality obligations for information disclosed during the term survive for a defined period after expiration.","This Agreement shall remain in effect for [TWO (2)] years from the Effective Date. The confidentiality obligations set forth herein shall survive expiration or termination for a period of [THREE (3)] years with respect to Confidential Information disclosed during the Term.","Setting the survival period equal to the agreement term, resulting in obligations that expire simultaneously with the agreement itself. Survival should extend beyond the term to cover information shared in the final months of the relationship.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Return or destruction of confidential information","Obligates each party to return or certify destruction of the other's confidential information upon termination or request, with an exception for information retained in automated backup systems.","Upon request or termination of this Agreement, each Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession, including all copies and derivatives thereof, and certify in writing that it has done so. Each party may retain one archival copy solely for legal compliance purposes.","No carve-out for automated backup systems. IT backup cycles mean destruction is often technically impractical on demand — without a carve-out, the party is immediately in breach of the return obligation.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Remedies and injunctive relief","Acknowledges that monetary damages may be insufficient for a breach and gives the non-breaching party the right to seek injunctive relief in court without posting a bond.","Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement to post a bond.","Omitting the 'without posting a bond' language. Several jurisdictions require security bonds for injunctive relief — without this waiver the disclosing party may face a significant financial hurdle before a court will issue an order.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"No license or obligation to disclose","Clarifies that the agreement does not grant either party any rights to the other's IP and does not obligate either party to actually disclose any information or enter into any further agreement.","Nothing in this Agreement grants either party any right, title, or license in or to the other party's Confidential Information or intellectual property. Neither party is obligated to disclose any particular information or to enter into any further agreement by virtue of this Agreement.","Omitting this clause in a mutual agreement. Without it, a court could infer an implied license to use disclosed technology — particularly when both parties' information is deeply intermingled during a co-development evaluation.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both parties with full legal entity names","Enter the registered legal name, entity type (e.g., LLC, Inc., Ltd.), state or country of formation, and principal address for each party. Avoid using trade names or abbreviations.","Confirm entity names against official corporate registry filings before signing — a mismatch between the contract name and the registered entity can complicate enforcement.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the permitted purpose precisely","Write a one-to-three sentence description of the specific business opportunity or project the parties are evaluating together. Name the transaction type — joint venture, technology integration, M&A evaluation, co-development — rather than using a generic phrase.","The narrower and more specific the permitted purpose, the easier it is to prove a party exceeded authorized use if a dispute arises.",{"step":350,"title":351,"description":352,"tip":353},3,"Draft the definition of confidential information","Decide whether information must be marked to qualify or whether a catch-all covers oral and written disclosures. Include specific categories relevant to your industry — source code, financial models, customer data, clinical data — as illustrative examples in the definition.","A catch-all with illustrative categories gives you maximum coverage while reducing the administrative burden of marking every document at the time of disclosure.",{"step":355,"title":356,"description":357,"tip":358},4,"Confirm the standard of care and need-to-know scope","Set the standard of care at 'no less than reasonable care' and list the categories of Representatives who may receive the information — employees, outside counsel, financial advisors — and confirm they must be individually bound.","If you anticipate involving offshore affiliates or outsourced service providers, add them explicitly to the permitted recipients list and require them to sign back-to-back obligations.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the agreement term and survival period","Choose an agreement term appropriate to the transaction timeline — typically 1–3 years. Set the survival period for confidentiality obligations at least 1–2 years beyond the agreement term for trade secrets, or indefinitely where applicable law permits.","For information that qualifies as a trade secret under applicable law, consider adding a clause stating that trade secret obligations survive indefinitely regardless of the stated survival period.",{"step":365,"title":366,"description":367,"tip":368},6,"Include the return or destruction procedure","Specify whether the default is return or destruction, the timeframe for compliance (typically 10–30 days after request or termination), the form of written certification required, and the carve-out for automated backup systems.","Name a specific individual at each party who is responsible for certifying destruction — this avoids ambiguity about who must sign the certification.",{"step":370,"title":371,"description":372,"tip":373},7,"Confirm governing law and dispute resolution","Choose the jurisdiction whose law will govern the agreement and the forum — court or arbitration — for resolving disputes. Select a jurisdiction that has meaningful connection to at least one party's principal place of business.","If the parties are in different countries, specify the governing law and arbitration seat explicitly — relying on a default conflicts-of-laws analysis in international disputes is expensive and unpredictable.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before any information is shared","Both authorized signatories must sign the agreement before the first disclosure of confidential information. Pre-signature disclosures are generally not covered by the agreement's protections.","Use a dated execution page with each signatory's name, title, and authority to bind the entity — a signature from someone without actual authority can void the contract.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Executing after disclosures have already been made","Information shared before the agreement's effective date is typically not covered by its confidentiality obligations, leaving your most sensitive early-stage disclosures fully exposed.","Sign the agreement before the first meeting, call, or document exchange. If pre-execution disclosures occurred, add a retroactive effective date clause explicitly covering prior disclosures made in connection with the same purpose.",{"mistake":385,"why_it_matters":386,"fix":387},"Using a one-way NDA when both parties will be sharing sensitive information","A one-directional NDA only protects the disclosing party's information. The other party's proprietary data — pricing, technology, customer lists — flows unprotected throughout the evaluation.","Use a mutual confidential information exchange agreement from the outset whenever both sides will be sharing sensitive materials, regardless of which party initiates the disclosure.",{"mistake":389,"why_it_matters":390,"fix":391},"Defining confidential information to require written marking at the time of disclosure","Oral disclosures in meetings, demos, and calls — where marking is impractical — fall outside the agreement's protection, creating large gaps that are only discovered after a breach.","Use a catch-all definition covering information that a reasonable person would understand to be confidential given its nature, supplemented by a procedure for oral disclosures (e.g., confirmation in writing within 5 business days).",{"mistake":393,"why_it_matters":394,"fix":395},"Setting an identical term and survival period","If the agreement runs for 2 years and confidentiality obligations also survive for only 2 years from the effective date, information disclosed in Month 23 is protected for less than 30 days after the agreement ends.","Set the survival period as a fixed duration measured from the date of each disclosure, or from the expiration of the term — whichever gives greater protection for late-disclosed materials.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting the no-license and no-obligation-to-disclose clause","Without an explicit disclaimer, courts in some jurisdictions have found implied licenses to use intermingled technology when both parties contributed technical information to a joint evaluation.","Include a clear clause stating the agreement grants no rights in either party's IP and creates no obligation to disclose any specific information or to proceed to any further agreement.",{"mistake":401,"why_it_matters":402,"fix":403},"No carve-out for automated backup and archival systems","The return-or-destruction obligation becomes technically impossible to fulfill for data stored in cloud backup systems, putting the receiving party in immediate breach of the agreement upon termination.","Add a standard carve-out stating that backups retained in routine automated systems are subject to the confidentiality obligations but need not be actively located and deleted, and will be overwritten in the ordinary course of the backup cycle.",[405,408,411,414,417,420,423,426,429,432],{"question":406,"answer":407},"What is a Confidential Information Exchange Agreement?","A Confidential Information Exchange Agreement is a mutual, binding contract under which two parties each agree to protect sensitive information they receive from the other. Unlike a standard one-way NDA, both parties are simultaneously disclosors and recipients, so the confidentiality obligations run in both directions. It is the standard instrument used when two businesses explore a partnership, joint venture, M&A transaction, or co-development arrangement and must share proprietary data on both sides before any deal is signed.\n",{"question":409,"answer":410},"What is the difference between a Confidential Information Exchange Agreement and an NDA?","The terms are closely related. An NDA (Non-Disclosure Agreement) is a broad category that includes both one-way and mutual confidentiality agreements. A Confidential Information Exchange Agreement is specifically a mutual NDA — it creates reciprocal obligations so that each party is protected when disclosing and bound when receiving. If you see the phrase 'confidential information exchange agreement,' it almost always signals a two-way structure. A standard NDA may be one-way unless explicitly stated otherwise.\n",{"question":412,"answer":413},"When should I use a mutual agreement instead of a one-way NDA?","Use a mutual agreement any time both parties will share sensitive information, even if the volume or sensitivity is asymmetric. Common triggers include M&A due diligence where both the buyer and target share financials and operational data, technology integration partnerships where both sides share API specs and architecture, and co-development arrangements where each party contributes proprietary IP. Using a one-way NDA when disclosures flow in both directions leaves one party's information completely unprotected.\n",{"question":415,"answer":416},"How long should a Confidential Information Exchange Agreement last?","Agreement terms of one to three years are standard for most business evaluations. The survival period for confidentiality obligations should extend beyond the term — typically one to three additional years after expiration, measured from the date of disclosure. For trade secrets, many agreements specify that obligations survive indefinitely or for the full period the information qualifies as a trade secret under applicable law. The right term depends on the sensitivity of the information and the expected length of the business relationship being evaluated.\n",{"question":418,"answer":419},"Does a Confidential Information Exchange Agreement grant any rights to use the other party's IP?","No. A properly drafted agreement includes an explicit clause stating that it grants no license, right, or interest in either party's intellectual property. Access to confidential information is limited strictly to the permitted purpose stated in the agreement. Any broader use — incorporating the other party's technology into your own product, for example — would require a separate license agreement and would constitute a breach of the confidentiality agreement.\n",{"question":421,"answer":422},"What information is typically excluded from confidentiality obligations?","Standard exclusions cover four categories: information that is already in the public domain through no fault of the receiving party; information the receiving party already knew before disclosure; information independently developed by the receiving party without using the disclosed information; and information received from a third party without any confidentiality restriction. The receiving party typically bears the burden of proving an exclusion applies, which requires contemporaneous documentation of independent development or prior knowledge.\n",{"question":424,"answer":425},"What happens if a party is legally ordered to disclose confidential information?","A compelled-disclosure clause requires the receiving party to give the disclosing party prompt written notice before complying with a subpoena, court order, or government demand, to the extent permitted by law. This gives the disclosing party the opportunity to seek a protective order or other relief before disclosure occurs. The receiving party must disclose only the minimum information required and must cooperate with the disclosing party's efforts to limit the disclosure.\n",{"question":427,"answer":428},"Is a Confidential Information Exchange Agreement enforceable without a signature?","In most jurisdictions, a contract requires offer, acceptance, and consideration to be enforceable. An unsigned agreement typically lacks clear evidence of acceptance. While some courts have enforced confidentiality obligations based on conduct — receiving and using confidential information after being put on notice — relying on implied acceptance creates significant litigation risk. Always obtain signatures from authorized representatives of both parties before any disclosures are made.\n",{"question":430,"answer":431},"Can I use this agreement internationally?","The template provides a solid structural foundation for international use, but the governing law clause, survival period, and non-disclosure obligations must be reviewed against the laws of each party's jurisdiction. Trade secret protections, compelled-disclosure obligations, and injunctive relief procedures vary significantly between the US, Canada, the UK, and EU member states. For cross-border arrangements involving parties in different legal systems, a legal review by counsel familiar with both jurisdictions is strongly recommended before execution.\n",{"question":433,"answer":434},"What remedies are available if the other party breaches the agreement?","The primary remedy is injunctive relief — a court order stopping the unauthorized disclosure or use of confidential information. Because monetary damages for a confidentiality breach are often difficult to quantify and inherently inadequate once disclosure has occurred, the agreement includes an acknowledgment that injunctive relief is appropriate without the need to prove actual damages or post a security bond. Monetary damages, including consequential losses and disgorgement of profits from unauthorized use, may also be available depending on jurisdiction and the specific facts of the breach.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","Source code, API documentation, product roadmaps, and proprietary algorithms exchanged during integration partnerships or acquisition discussions require bilateral protection from day one.",{"industry":441,"icon_asset_id":442,"specifics":443},"Financial Services","industry-fintech","Proprietary pricing models, client portfolio data, and trading strategies shared during fintech partnership evaluations carry regulatory confidentiality obligations that the agreement must complement.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare / Life Sciences","industry-healthtech","Clinical trial data, drug formulation details, and patient datasets exchanged in co-development or licensing negotiations require confidentiality terms that interact with HIPAA and FDA regulatory frameworks.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing","industry-manufacturing","Bills of materials, production process specifications, and supplier pricing exchanged during joint venture or supply chain integration discussions represent trade secrets that need reciprocal protection across both parties.",[453,455,458,462],{"vs":224,"vs_template_id":225,"summary":454},"A standard one-way NDA protects only the disclosing party's information — the receiving party takes on all the obligations while the disclosing party has none as a recipient. A Confidential Information Exchange Agreement creates reciprocal obligations so both parties are protected when disclosing and bound when receiving. Use the one-way NDA when only one side will share sensitive information; use the mutual agreement whenever both sides will disclose.",{"vs":232,"vs_template_id":456,"summary":457},"confidentiality-agreement-employee-D12694","An employee confidentiality agreement runs between an employer and an individual employee, typically covering information the employee learns during the course of their employment. A Confidential Information Exchange Agreement runs between two independent business entities engaging in a specific mutual evaluation or transaction. The power dynamic, scope of information, and enforcement mechanisms differ significantly between the two.",{"vs":459,"vs_template_id":460,"summary":461},"Letter of Intent","letter-of-intent-D166","A letter of intent outlines the proposed terms of a deal — price, structure, and key conditions — and is typically used after parties have already decided to move forward. A Confidential Information Exchange Agreement governs the information-sharing phase that comes before a letter of intent is signed. The two documents are often executed in sequence: the confidentiality agreement first, then the LOI once the parties are confident enough to commit to deal terms.",{"vs":244,"vs_template_id":463,"summary":464},"co-founders-agreement-D13011","A co-founders agreement governs the long-term relationship between business partners — equity, roles, decision-making, and IP ownership. A Confidential Information Exchange Agreement is a narrower, time-limited instrument covering the pre-commitment phase when two potential partners are still evaluating whether to proceed together. A co-founders agreement is appropriate after the decision to partner is made; the confidentiality agreement protects both parties while that decision is still being evaluated.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Standard mutual confidentiality for domestic business evaluations between parties of comparable sophistication","Free","15–30 minutes",{"best_for":471,"cost":472,"time":473},"Cross-border arrangements, transactions involving trade secrets or regulated data, or situations where one party has significantly greater bargaining power","$300–$800","1–3 days",{"best_for":475,"cost":476,"time":477},"M&A transactions, complex multi-party joint ventures, international co-development with IP contributions, or heavily regulated industries such as healthcare and financial services","$1,500–$5,000+","1–2 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Trade secret protection at the federal level is governed by the Defend Trade Secrets Act (DTSA) of 2016, with additional state-level protections under most states' adoption of the Uniform Trade Secrets Act. California courts scrutinize confidentiality agreements that effectively function as non-compete restrictions. In several states, injunctive relief for a confidentiality breach requires demonstrating likelihood of success on the merits and irreparable harm — the explicit acknowledgment clause in the agreement helps satisfy this standard.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Trade secrets are protected under common law rather than a single federal statute, with courts applying equitable principles of breach of confidence. Quebec's civil law system provides a parallel framework under the Civil Code. Federal privacy legislation (PIPEDA, and its proposed successor Bill C-27) may impose additional obligations when personal data forms part of the confidential information exchanged. Non-disclosure obligations are generally enforced by Canadian courts provided the information has genuine commercial value and is not already in the public domain.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","The UK relies on the equitable doctrine of breach of confidence rather than a dedicated trade secrets statute, though the Trade Secrets (Enforcement, etc.) Regulations 2018 introduced EU-aligned protections post-Brexit. Courts require the information to have the necessary quality of confidence, have been imparted in circumstances importing an obligation of confidence, and have been used without authorization. UK courts will grant interim injunctions to prevent imminent breach, but applicants must give a cross-undertaking in damages.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","The EU Trade Secrets Directive (2016/943), implemented across all member states, harmonizes the definition of trade secrets and provides civil remedies for misappropriation. GDPR adds a parallel layer of obligation when personal data is included in the confidential information exchanged — data processing agreements or addenda may be required in addition to the confidentiality agreement. Injunctive relief and damages are available across the EU, but procedural requirements and the definition of 'reasonable steps' to maintain secrecy vary by member state.",[225,500,501,245,237,502,503,504,505,506,507,508],"confidentiality-agreement-D950","letter-of-intent_acquisition-of-business-D5197","joint-venture-agreement-D889","technology-transfer-agreement-D919","employment-agreement_at-will-employee-D541","partnership-agreement-D12551","memorandum-of-understanding-D12548","intellectual-property-assignment-D5229","service-agreement-D12711",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":96,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"confidentiality-and-nda","agreement","general","all-stages",[516,517,518,519,520],"confidentiality","nda","contract","legal","mutual-agreement",0.95,"\u003Ch2>What is a Confidential Information Exchange Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Confidential Information Exchange Agreement\u003C/strong> is a binding mutual contract under which two parties each commit to protecting sensitive proprietary information they receive from the other. Where a standard one-way NDA imposes obligations only on the receiving party, a confidential information exchange agreement creates reciprocal duties — each party is simultaneously a disclosing party entitled to protection and a receiving party bound by strict non-disclosure and limited-use obligations. The agreement defines what qualifies as confidential information, restricts use to a specific permitted purpose, specifies who within each organization may access the information, and establishes what happens to the materials when the evaluation ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a mutual confidentiality agreement in place, every document, data room, product demo, or pricing conversation you share during a business evaluation is legally unprotected. A handshake understanding creates no enforceable obligations, and an after-the-fact NDA signed weeks into discussions leaves your earliest and often most sensitive disclosures entirely exposed. The consequences are concrete: a prospective partner who walks away from a deal can take your pricing strategy, technical architecture, or customer data to a competitor with no legal recourse available to you. Conversely, proceeding without protection for the other party's information exposes your organization to liability for any inadvertent misuse by your own team. A signed Confidential Information Exchange Agreement, executed before the first disclosure, gives both parties an enforceable basis for injunctive relief — the only remedy fast enough to matter when confidential information is at risk of further dissemination. This template provides the complete structure needed for most standard business evaluations, saving you from building from scratch while ensuring none of the clauses that matter most are accidentally omitted.\u003C/p>\n",1781186033999]