# Breach of Trust Agreement
**This Breach of Trust Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**[Party A Name]**
[Address of Party A]
[City, State, Zip Code]
("Disclosing Party")
AND
**[Party B Name]**
[Address of Party B]
[City, State, Zip Code]
("Receiving Party")
**WHEREAS**, the Disclosing Party and the Receiving Party (collectively referred to as "the Parties") have entered into a relationship that requires the mutual exchange of confidential information;
**WHEREAS**, the Disclosing Party has provided or may provide the Receiving Party with certain confidential and proprietary information, including but not limited to [specify types of confidential information, e.g., trade secrets, business strategies, financial information] ("Confidential Information");
**WHEREAS**, the Parties wish to formalize the terms and conditions under which the Receiving Party will protect the Confidential Information and the consequences of any breach thereof;
**NOW, THEREFORE**, in consideration of the mutual covenants and agreements herein contained, the Parties hereby agree as follows:
## 1. Definition of Confidential Information
Confidential Information shall include all written, electronic, and oral information disclosed by the Disclosing Party to the Receiving Party that is designated as confidential, as well as any information that should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.
## 2. Obligations of the Receiving Party
The Receiving Party agrees to:
- a. Treat all Confidential Information with the utmost confidentiality.
- b. Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
- c. Use the Confidential Information solely for the purpose of [specify purpose, e.g., evaluating a business opportunity, fulfilling contractual obligations].
- d. Take all necessary precautions to protect the confidentiality of the Confidential Information, including restricting access to employees or agents who have a legitimate need to know.
## 3. Exceptions
The obligations of the Receiving Party under this Agreement shall not apply to any information that:
- a. Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
- b. Was already known to the Receiving Party prior to its disclosure by the Disclosing Party;
- c. Is received from a third party without breach of any obligation of confidentiality;
- d. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
## 4. Breach of Trust
In the event of a breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to:
- a. Seek injunctive relief to prevent further disclosures.
- b. Recover any damages suffered as a result of the breach, including any consequential damages.
- c. Terminate any existing agreements or relationships with the Receiving Party.
## 5. Term
This Agreement shall remain in effect for a period of [specify time period, e.g., two years] from the date of disclosure of any Confidential Information. The confidentiality obligations concerning any disclosed Confidential Information shall survive beyond the termination of this Agreement for a period of [specify duration, e.g., five years].
## 6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 7. Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, or negotiations, whether written or oral, between the Parties.
## 8. Amendment
This Agreement may only be amended or modified in writing signed by both Parties.
## 9. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
**IN WITNESS WHEREOF**, the Parties hereto have executed this Breach of Trust Agreement as of the date first above written.
**[Party A Name]**
Signature: _________________________
Name: [Print Name]
Title: [Title]
Date: ___________________________
**[Party B Name]**
Signature: _________________________
Name: [Print Name]
Title: [Title]
Date: ___________________________
---
*This document template is provided for informational purposes only and should not be construed as legal advice. It is advisable to consult a qualified attorney for specific legal requirements and implications.*