Sample Confidentiality Agreement for Software Development Services

This Confidentiality Agreement ("Agreement") is made and entered into as of [Date] by and between [Client Name], with its principal place of business at [Client Address] ("Client"), and [Developer Name], with its principal place of business at [Developer Address] ("Developer"). Client and Developer may collectively be referred to as the "Parties" and individually as a "Party."

1. Purpose: The purpose of this Agreement is to protect the confidentiality of certain proprietary and confidential information that may be disclosed between the Parties during the course of software development services.

2. Definitions:

   • Confidential Information: Any data or information, oral or written, disclosed by either Party to the other Party that is not generally known to the public and is designated as confidential at the time of disclosure. This includes, but is not limited to, software code, algorithms, business plans, financial information, and marketing strategies.
   • Exclusions: Confidential Information does not include information that: (i) was already known to the receiving Party at the time of disclosure, (ii) becomes publicly available through no fault of the receiving Party, (iii) is disclosed to the receiving Party by a third party with a legal right to make such disclosure, or (iv) is independently developed by the receiving Party without reference to or use of the Confidential Information.

3. Obligations of the Receiving Party:

   • Confidentiality: The receiving Party agrees to keep all Confidential Information confidential and will not disclose such information to any third party without the prior written consent of the disclosing Party.
   • Use: The receiving Party agrees to use the Confidential Information solely for the purpose of evaluating or performing the software development services.
   • Protection: The receiving Party agrees to take all reasonable measures to protect the Confidential Information from unauthorized use and disclosure, which measures shall be at least as protective as those the receiving Party uses to protect its own confidential information.

4. Return of Information: Upon termination or expiration of this Agreement, or upon the disclosing Party's request, the receiving Party agrees to return or destroy all Confidential Information, including any copies thereof.

5. Term: This Agreement will commence on the effective date and will remain in effect until the Confidential Information no longer qualifies as confidential or until terminated by either Party with thirty (30) days written notice to the other Party.

6. No License: Nothing in this Agreement shall be construed as granting any rights or licenses to any patent, copyright, trademark, or other intellectual property right of the disclosing Party.

7. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

8. Miscellaneous:

   • Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
   • Amendments: Any amendment or modification to this Agreement must be in writing and signed by both Parties.
   • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Confidentiality Agreement as of the date first above written.

[Client Name]
By: __________________________
Name: [Name]
Title: [Title]

[Developer Name]
By: __________________________
Name: [Name]
Title: [Title]