# Concealment Agreement
**This Concealment Agreement ("Agreement") is made and entered into as of [Date] by and between:**
**[Party A Name]**
[Party A Address]
[City, State, Zip Code]
(Hereinafter referred to as "Disclosing Party")
and
**[Party B Name]**
[Party B Address]
[City, State, Zip Code]
(Hereinafter referred to as "Receiving Party")
**WHEREAS**, the Disclosing Party possesses certain confidential and proprietary information that it wishes to protect;
**WHEREAS**, the Receiving Party is willing to receive such information under 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. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall include any and all information, whether written, oral, or electronic, disclosed by the Disclosing Party to the Receiving Party which is identified as confidential, including but not limited to:
- Technical data, trade secrets, and know-how
- Business plans and strategies
- Financial information
- Customer lists and contact information
- Any other proprietary information
## 2. Obligations of the Receiving Party
The Receiving Party agrees to:
1. Maintain the confidentiality of the Confidential Information and to take all reasonable measures to protect it from unauthorized disclosure.
2. Use the Confidential Information solely for the purpose of [specify purpose, e.g., evaluating a potential business relationship] and for no other purpose.
3. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or agents who need to know such information for the stated purpose and who are bound by confidentiality obligations.
4. Return or destroy all copies of the Confidential Information upon request of the Disclosing Party.
## 3. Exclusions from Confidential Information
Confidential Information does not include information that:
1. is or becomes publicly available through no fault of the Receiving Party;
2. was known to the Receiving Party prior to disclosure by the Disclosing Party;
3. is disclosed to the Receiving Party by a third party who has the right to make such disclosure; or
4. is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.
## 4. Term
This Agreement shall commence on the date first above written and shall continue in effect for a period of [number of years, e.g., two (2) years] unless terminated earlier by either party with [number of days, e.g., thirty (30) days] written notice to the other party.
## 5. No License
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property rights of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information, except as expressly set forth herein.
## 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 relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements and understandings.
## 8. Amendments
This Agreement may be amended only by a written agreement executed by both parties.
**IN WITNESS WHEREOF**, the parties hereto have executed this Concealment Agreement as of the date first above written.
**[Party A Name]**
By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________
**[Party B Name]**
By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________
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*This document is a template and should be customized to reflect specific circumstances and jurisdiction. It is recommended to consult with a legal professional before finalizing any legal agreements.*