Date:_______________
Confidentiality Agreement
Dear Mr. ______:
In connection with your possible interest in purchasing XYZ, Inc., an _____________ corporation (the "Company") or an interest in the Company, the Company will furnish you with certain materials including information concerning the Company, the financial status of the Company, and Company customers which are either non-public, confidential or proprietary in nature. Such information, in any form whatsoever, oral, written or otherwise, in whole or in part, together with analyses, compilations, studies or other documents prepared by you, your employees or your agents (including all persons acting on your behalf or at your direction) (collectively "Representatives") which contain or otherwise reflect or are generated from such information or your review of, or interest in the Company is referred to as the "Confidential Information".
Notwithstanding the foregoing, Confidential Information shall not include any information which: (i) is or becomes generally available to the public other than as a result of a disclosure by you, Your Representatives or any person to whom you have disclosed Information; or (ii) is or becomes available to you on a non-confidential basis by a third party who is not bound by a confidentiality agreement with the Company.
In consideration of the Company furnishing you with Confidential Information, you agree that:
You shall use best efforts to keep the Confidential Information confidential and the Confidential Information shall not, without the prior written consent of the Company, be disclosed by you or any Repr...
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