# Absolute Bar Rule Agreement
**This Absolute Bar Rule Agreement ("Agreement") is entered into as of [Date], by and between:**
**[Party A Name]**
[Address]
[City, State, Zip Code]
("Disclosing Party")
AND
**[Party B Name]**
[Address]
[City, State, Zip Code]
("Receiving Party")
**RECITALS**
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information;
WHEREAS, the Receiving Party agrees to receive such information in accordance with the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
## 1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the following meanings:
- **"Confidential Information"** means all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is identified as confidential or should reasonably be understood to be confidential.
## 2. OBLIGATIONS OF RECEIVING PARTY
The Receiving Party agrees to:
1. **Maintaining Confidentiality**: Treat all Confidential Information as strictly confidential.
2. **Non-Disclosure**: Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party.
3. **Use Limitation**: Use the Confidential Information solely for the purpose of [insert specific purpose, e.g., evaluating a potential business relationship] and for no other purpose.
4. **Protection of Information**: Take all reasonable steps to protect the confidentiality of the Confidential Information.
## 3. EXCLUSIONS FROM CONFIDENTIALITY
Confidential Information does not include information that:
1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
2. Is rightfully received from a third party without restriction;
3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
4. Is required to be disclosed by law or regulation, provided that the Receiving Party provides the Disclosing Party with prior notice of such disclosure.
## 4. DURATION
This Agreement shall begin on the date first written above and shall continue in effect for a period of [insert duration, e.g., two years], after which the obligations of confidentiality shall survive for an additional [insert duration, e.g., five years] concerning the Confidential Information disclosed during the term of the Agreement.
## 5. NO LICENSE
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, or other intellectual property right of the Disclosing Party.
## 6. RETURN OF MATERIALS
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify such return or destruction in writing.
## 7. NO WAIVER
The failure of either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights or any other rights under this Agreement.
## 8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert State].
## 9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
## 10. AMENDMENT
This Agreement may be amended only by a written agreement signed by both parties.
**IN WITNESS WHEREOF**, the parties have executed this Absolute Bar Rule Agreement as of the date first above written.
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**[Party A Name]**
Signature: ________________________
Name: [Print Name]
Title: [Insert Title]
Date: ________________________
---
**[Party B Name]**
Signature: ________________________
Name: [Print Name]
Title: [Insert Title]
Date: ________________________
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*This document is a template and should be tailored to meet the specific needs of the parties involved. It is advisable to seek legal counsel before executing any legal document.*