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MUTUAL CONFIDENTIALITY AGREEMENT
This may not be any use. Ask your lawyer for advice before using. etc. etc.May make youfeel better though !
THIS MUTUAL CONFIDENTIALITY AGREEMENT
(this “Agreement") is dated18
th
January 2007 and made between:
(1)
ACME LIMITED ( registered number 12345 ) whose registered office is at 91 BrickLane, London E1 6QL
(“ACME”);
and
(2)
_______________________(registered number: ) whose registered office isat ____________________________________________________ 
(“Company”)
 For good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, ACME and Company, intending to be legally bound, hereby agree as follows:
1. Purpose.
ACME and Company desire to enter into discussions and negotiations with respectto certain business transactions or to engage in certain business relationships under which eachmay disclose certain Confidential Information to the other. These relationships may include,without limitation, certain joint marketing, subcontracting and project-partnering arrangementsarising from time to time.
2. Definition.
For purposes of this Agreement, the term "Confidential Information" means anyinformation, technical data, or know-how, including, but not limited to, that which relates toresearch, products, services, customers, markets, software, developments, inventions,processes, designs, drawings, engineering, marketing or finances, which Confidential Informationis designated in writing to be confidential or proprietary, or if given orally, is confirmed promptly inwriting as having been disclosed as confidential or proprietary. Confidential Information does notinclude information, technical data or know-how which (i) is in the possession of the receivingparty at the time of disclosure as evidenced by the receiving party's files and records immediatelyprior to the time of disclosure, (ii) prior or after the time of disclosure becomes a part of publicknowledge or literature, not as a result of any inaction or action of thereceiving party, or (iii) is approved for release by the disclosing party.
 
3. Non-Disclosure of Confidential Information.
ACME and Company agree not to use theConfidential Information disclosed to it by the other party for its own use or for any purposeexcept to carry out discussions concerning, and the undertaking of, any business relationshipbetween ACME and Company. Each party shall keep confidential any and all ConfidentialInformation already disclosed or to be disclosed hereunder, and neither party shall divulge theConfidential Information, in whole or in part, to any third party except as expressly permitted bythis Agreement. Neither of us shall make any commercial use or other use of the Information.Neither party will disclose the Confidential Information of the other to third parties or to receivingparty's employees, except employees (including officers and directors) who are required to havethe information in order to carry out the contemplated business.Each has advised or will advise employees to whom Confidential Information of the other isdisclosed of this Agreement, pursuant to which such employees will be required to maintain theconfidentiality of all Confidential Information. Each agrees that it will take all reasonable steps toprotect the secrecy, and avoid disclosure, of Confidential Information of the other in order toprevent it from falling into the public domain or the possession of unauthorized persons. Eachagrees to notify the other in writing of any misuse or misappropriation of such ConfidentialInformation of the other that may come to its attention.
4. Disclosure.
In the event that either party is compelled by law or by any applicable regulatoryagency to disclose any Confidential Information of the other, such party shall immediately notifythe other of such pending disclosure so that a protective order or other appropriate remedy maybe obtained. In the event that such an order or other remedy is not available, the compelled partyshall disclose only that minimum portion of Confidential Information that it is legally compelled todisclose, consistent with the advice of its counsel.
5. Employees.
Each party shall be responsible for any breach of the terms of this Agreement byany of its directors, officers, employees, representatives or agents. Each party further agrees totake all necessary action to insure that such representatives comply with the obligationsimposed on each party hereunder.
6. Return of Materials.
Within ten (10) days of any written request from ACME, or in the eventthat the proposed business transaction does not occur, Company will deliver to ACME theConfidential Information, all copies thereof, and any related materials and documentation thatcontain any Confidential Information, and will destroy all analyses, compilations, studies or other documents, and all copies thereof, derived there from. The confidentiality obligations under thisAgreement shall survive any return of the Confidential Information.
7. Patent or Copyright Infringement.
Nothing in this Agreement is intended to grant any rightsunder any patent, copyright or other intellectual property right of either party, nor shall thisAgreement grant either party any rights in or to the other party's Confidential Information, exceptthe limited right to review such Confidential Information solely for the purposes of determiningwhether to enter into the proposed business relationship between the parties.
8. Representations.
NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY ASTO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.
9. Announcements.
Neither party will make, or permit to be made, any announcement or disclosure of our possible transaction without the prior written consent of the other.
 
10. Term.
Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other; provided, however, that the confidentiality obligations set forth hereinshall survive termination or expiration of this Agreement for any reason.
11. Miscellaneous.
This Agreement represents the entire agreement of the parties with respectto the subject matter hereof and shall be binding upon and shall be for the benefit of theundersigned parties, their successors and assigns, provided that Confidential Information may notbe assigned without consent to the disclosing party.
12. Governing Law.
This Agreement shall be governed by the law of England and Wales and allparties agree to accept the non-exclusive jurisdiction of the courts of England and Wales.
13. Remedies.
Each party agrees that its obligations hereunder are necessary and reasonable inorder to protect the other party and the other party's business, and expressly agrees thatmonetary damages would be inadequate to compensate the other party for any breach of anycovenant or agreement set forth herein. Accordingly, each party agrees and acknowledges thatany such violation or threatened violation will cause irreparable injury to the other party and that,in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. Allreasonable legal costs and other costs of suit incurred by the non-violating party in connectionwith such a breach hereof shall be the sole obligation of, and shall be paid by, the violating party.
14. Waiver.
No failure or delay by either party in exercising any right, power, privilege or provisionunder this Agreement shall operate as a waiver thereof, nor shall any single or partial exercisethereof preclude any other future exercise of any right, power or privilege hereunder.
15. Counterparts.
This Agreement may be executed in, several counterparts which, takentogether, shall constitute one and the same original agreement. IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the day and year first written above.The parties have shown their acceptance of the terms of this Agreement by executing it below.Signed by [ ] )duly authorised for and on behalf )of ACME LIMITED )Signed by [ ])duly authorised for and on behalf ))
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