This Confidentiality Agreement (this "Agreement") is made effective as of [Signature Date], between
[Client Business Name], of [Client Address], [Client City], Washington [Client Zip Code], and Seattle Data
Recovery, of 800 5th Ave, Suite 101-125, Seattle, WA, 98104, Seattle, Washington 98104.
[Client Business Name] is engaged in [Client Business Trade].
Seattle Data Recovery is engaged in Data Recovery Services.
Data recovery, restoration, and backup services
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material
and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree
I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or
material which is proprietary to [Client Business Name], whether or not owned or developed by [Client
Business Name], which is not generally known other than by [Client Business Name], and which Seattle
Data Recovery may obtain through any direct or indirect contact with [Client Business Name].
A. Confidential Information includes without limitation:
- business records and plans
- financial statements
- customer lists and records
- trade secrets
- technical information
- product design information
- pricing structure
- computer programs and listings
- source code and/or object code
- copyrights and other intellectual property
- Personal Data (Images, Documents, Data)
and other proprietary information.
B. Confidential Information does not include:
- matters of public knowledge that result from disclosure by [Client Business Name]
- information rightfully received by Seattle Data Recovery from a third party without a duty of
- information independently developed by Seattle Data Recovery
- information disclosed by operation of law
- information disclosed by Seattle Data Recovery with the prior written consent of [Client Business
and any other information that both parties agree in writing is not confidential.
II. PROTECTION OF CONFIDENTIAL INFORMATION. Seattle Data Recovery understands and
acknowledges that the Confidential Information has been developed or obtained by [Client Business Name]
by the investment of significant time, effort and expense, and that the Confidential Information is a valuable,
special and unique asset of [Client Business Name] which provides [Client Business Name] with a
significant competitive advantage, and needs to be protected from improper disclosure. In consideration for
the disclosure of the Confidential Information, Seattle Data Recovery agrees to hold in confidence and to not
disclose the Confidential Information to any person or entity without the prior written consent of [Client
Business Name]. In addition, Seattle Data Recovery agrees that:
No Copying/Modifying. Seattle Data Recovery will not copy or modify any Confidential Information
without the prior written consent of [Client Business Name].
Application to Employees. Further, Seattle Data Recovery shall not disclose any Confidential
Information to any employees of Seattle Data Recovery, except those employees who are required to
have the Confidential Information in order to perform their job duties in connection with the limited
purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed
shall sign a non-disclosure agreement substantially the same as this Agreement at the request of [Client
Unauthorized Disclosure of Information. If it appears that Seattle Data Recovery has disclosed (or has
threatened to disclose) Confidential Information in violation of this Agreement, [Client Business Name]
shall be entitled to an injunction to restrain Seattle Data Recovery from disclosing, in whole or in part,
the Confidential Information. [Client Business Name] shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of [Client Business
Name], Seattle Data Recovery shall return to [Client Business Name] all written materials containing the
Confidential Information. Seattle Data Recovery shall also deliver to [Client Business Name] written
statements signed by Seattle Data Recovery certifying that all materials have been returned within five (5)
days of receipt of the request.
IV. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase
any service or item from the other party, or commercially offer any products using or incorporating the
Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
V. NO WARRANTY. Seattle Data Recovery acknowledges and agrees that the Confidential Information is
provided on an AS IS basis. [CLIENT BUSINESS NAME] MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. IN NO EVENT SHALL [CLIENT BUSINESS NAME] BE LIABLE FOR
ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH
OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL
INFORMATION. [Client Business Name] does not represent or warrant that any product or business plans
disclosed to Seattle Data Recovery will be marketed or carried out as disclosed, or at all. Any actions taken
by Seattle Data Recovery in response to the disclosure of the Confidential Information shall be solely at the
risk of Seattle Data Recovery.
VI. LIMITED LICENSE TO USE. Seattle Data Recovery shall not acquire any intellectual property rights
under this Agreement except the limited right to use set out above. Seattle Data Recovery acknowledges that,
as between [Client Business Name] and Seattle Data Recovery, the Confidential Information and all related
copyrights and other intellectual property rights, are (and at all times will be) the property of [Client
Business Name], even if suggestions, comments, and/or ideas made by Seattle Data Recovery are
incorporated into the Confidential Information or related materials during the period of this Agreement.
VII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties
regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of
disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties.
This Agreement shall be construed under the laws of the State of Washington. This Agreement shall not be
assignable by either party, and neither party may delegate its duties under this Agreement, without the prior
written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force
and effect after the effective date of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the manner prescribed by
law as of the date first written above.