Sample Confidentiality Agreement for Software Development Services

This Confidentiality Agreement ("Agreement") is made effective as of [Effective Date], by and between [Client Name], with a principal place of business at [Client Address] ("Client"), and [Developer Name], with a principal place of business at [Developer Address] ("Developer").

1. Purpose

The purpose of this Agreement is to protect the confidentiality of certain proprietary information and trade secrets disclosed by Client to Developer in the course of their engagement for software development services.

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" means any data or information, oral or written, disclosed by Client to Developer that is not generally known to the public and that (i) is designated as confidential, or (ii) should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure.

Confidential Information includes, but is not limited to:

• Software source code, algorithms, and technical documentation
• Business plans, strategies, and projections
• Customer and supplier lists
• Marketing and sales data
• Financial information

3. Obligations of the Developer

Developer agrees to:

• Use the Confidential Information solely for the purpose of performing services for Client.
• Maintain the confidentiality of the Confidential Information using the same degree of care as Developer uses to protect its own confidential information, but in no case less than a reasonable degree of care.
• Not disclose the Confidential Information to any third party without Client's prior written consent.
• Restrict access to Confidential Information to employees or contractors who have a need to know such information in connection with the performance of their duties and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.
• Immediately notify Client upon discovery of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was publicly available at the time of disclosure or becomes publicly available through no fault of Developer.
• Was known to Developer prior to disclosure by Client as evidenced by written records.
• Is independently developed by Developer without use of or reference to Confidential Information.
• Is rightfully obtained by Developer from a third party without breach of any confidentiality obligation.

5. Term and Termination

This Agreement shall commence on the Effective Date and continue in effect until terminated by either party with thirty (30) days written notice. The obligations of Developer with respect to Confidential Information shall survive any termination of this Agreement and continue for a period of five (5) years thereafter.

6. Return of Materials

Upon termination of this Agreement or upon Client's request, Developer shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so.

7. No License

Nothing in this Agreement shall be construed as granting any rights in or to any Confidential Information except as expressly set forth herein. No license or rights under any patent, trademark, copyright, or other intellectual property right is granted by this Agreement.

8. No Warranty

All Confidential Information is provided "as is," and Client makes no warranty, express or implied, regarding the accuracy or completeness of the Confidential Information.

9. Remedies

Developer acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable harm to Client, and that Client shall be entitled to seek injunctive relief and any other remedies available at law or equity.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

11. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
• Amendments: This Agreement may only be amended by a written agreement executed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the Effective Date.

[Client Name]

By: ______________________________
Name: [Client Representative Name]
Title: [Client Representative Title]

[Developer Name]

By: ______________________________
Name: [Developer Representative Name]
Title: [Developer Representative Title]