# Adverse Interest Agreement
**This Adverse Interest Agreement (“Agreement”) is made and entered into as of [Date], by and between [Party A Name], with an address at [Party A Address] (“Party A”) and [Party B Name], with an address at [Party B Address] (“Party B”).**
## RECITALS
WHEREAS, Party A and Party B are engaged in negotiations regarding [Description of the matter or project];
WHEREAS, the parties recognize that potential conflicts of interest may arise during the negotiation process;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
## 1. DEFINITIONS
- **Adverse Interest**: Any interest of either party that conflicts with the interests of the other party in relation to [specific project or matter].
- **Confidential Information**: Any information that is proprietary to either party and is not generally known to the public.
## 2. DISCLOSURE OF INTERESTS
Each party agrees to disclose any adverse interests they may have that could potentially affect the negotiations or outcomes of this Agreement. The disclosure shall include, but not be limited to:
- Any existing relationships with third parties that may influence decisions.
- Any financial interests in competing parties or projects.
## 3. OBLIGATIONS OF THE PARTIES
### 3.1 Disclosure
- Each party shall provide full and honest disclosure of all relevant adverse interests prior to entering into any formal agreement.
### 3.2 Good Faith
- Both parties agree to negotiate in good faith and with the intent to resolve any potential conflicts of interest.
## 4. CONFIDENTIALITY
- The parties agree to maintain the confidentiality of any information shared during the discussions related to this Agreement, except as required by law or with prior written consent of the other party.
## 5. INDEMNIFICATION
- Each party agrees to indemnify and hold harmless the other party from any claim resulting from any undisclosed adverse interests or breaches of this Agreement.
## 6. TERM AND TERMINATION
### 6.1 Term
- This Agreement shall commence on the date first written above and shall continue until the earlier of the execution of a formal agreement or termination by either party upon written notice.
### 6.2 Termination
- Either party may terminate this Agreement without cause upon [insert number] days’ written notice to the other party.
## 7. GOVERNING LAW
- This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 8. ENTIRE AGREEMENT
- This Agreement constitutes the entire understanding between the parties regarding the subject matter contained herein and supersedes all prior and contemporaneous agreements, whether written or oral.
## 9. AMENDMENTS
- Any amendments to this Agreement must be in writing and signed by both parties.
## IN WITNESS WHEREOF, the parties hereto have executed this Adverse Interest Agreement as of the date first above written.
**Party A**
Signature: ________________________
Name: [Party A Name]
Title: [Party A Title]
Date: [Date]
**Party B**
Signature: ________________________
Name: [Party B Name]
Title: [Party B Title]
Date: [Date]
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*Please note that this template is for informational purposes only and does not constitute legal advice. It is recommended to seek the assistance of a qualified attorney when drafting legal documents.*