A mutual confidentiality clause is an agreement between parties to protect each other's confidential information from unauthorized disclosure or use. It requires both parties to maintain the confidentiality of shared sensitive information and can outline the duration, scope, and any permissible exceptions to this obligation.
BAC acknowledges that GMR’s business strategy and financing structure methods are proprietary and confidential to GMR and that GMR’s confidential information is protected by the Mutual Confidentiality Agreement executed between them on ●, 2019.
Section 4. Confidentiality. All confidential or proprietary information disclosed by one Party to the other (or by or to any of their respective affiliates, officers, directors, employees, representatives and agents) in connection with this Letter Agreement, Definitive Agreement, and/or Services, the fact that the Parties are contemplating shall be deemed to be Confidential Information as defined in, and shall be subject to the terms of, the Mutual Confidentiality Agreement dated as of [***] by and between Samsung and Vir (the “CDA”).
MUTUAL CONFIDENTIALITY AGREEMENT
THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made as of March 15, 2023 (the “Effective Date”) by and between Jounce Therapeutics, Inc., a Delaware corporation with an office at 780 Memorial Drive, Cambridge, MA 02139 (“Jounce”) and Concentra Biosciences, LLC, a Delaware limited liability company and its controlling shareholder Tang Capital Partners, LP, a Delaware limited partnership, with an office at 4747 Executive Drive, Suite 210, San Diego, CA 92121 (collectively Concentra Biosciences, LLC and Tang Capital Partners, LP are referred to as the “Company”).
1.
Background. Jounce and Company intend to engage in discussions concerning a possible negotiated transaction between Jounce and Company (the “Purpose”). In the course of these discussions, each party may disclose or deliver to the other party certain of its Confidential Information (defined below). The party disclosing Confidential Information is referred to in this Agreement as “Discloser” with respect to that Confidential Information; the party receiving that Confidential Information is referred to as “Recipient”.
This Mutual Confidentiality Agreement (the “Agreement”) is entered into on February 1, 2023 between
Cadeler A/S
Company registration no. 31180503
Arne Jacobsens Allé 7, 7.
2300 København S
Denmark
(“Cadeler”)
and
Eneti Inc.
Company registration no. 60299
Le Millenium
9, Boulevard Charles III
MC 98000 Monaco
(“Eneti”)
(Cadeler and Eneti are individually referred to as a “Party” and collectively referred to as the “Parties”).
Whereas the Parties have initiated discussions regarding a potential transaction which may include a business combination (the “Potential Transaction”). In connection with the Parties' evaluation of the Potential Transaction, each Party envisages disclosing to the other Party and its Representatives (as defined below) and/or Affiliates (as defined below) Information (as defined below) on the terms and conditions laid down in this Agreement.
Confidentiality: This Agreement is subject to the Mutual Confidentiality Agreement of September 17, 2019 between FuelCell Energy, Inc. and Crestmark. All information provided pursuant to this Agreement shall be treated as Confidential Information by Lessor.
The Confidential Information disclosed or provided by the disclosing party under this Agreement is additionally governed by the Mutual Confidentiality Agreement between the Parties, dated as of April 21, 2020 (“Confidentiality Agreement”) which is incorporated by reference herein.
Confidentiality. All parties agree to mutual confidentiality of this Agreement, including each and every term of the Agreement and the settlement payment amount.
A mutual Confidentiality Disclosure Agreement has been executed with a qualified Contract Research Organization and discussions have been initiated to discuss costs and timelines for the proposed Travelan clinical study.
Mutual confidentiality refers to a situation where two or more parties agree to keep certain shared information private and not disclose it to others. This is often used in professional or business contexts where sensitive information is exchanged between parties. A mutual confidentiality agreement ensures that all participants are legally bound to protect the confidentiality of the information shared among them.
When should I use Mutual Confidentiality?
Mutual confidentiality should be used when:
Two or more parties are sharing sensitive information with each other and wish to ensure that this information is not disclosed to unauthorized third parties.
Negotiating business deals where proprietary information, trade secrets, or financial data are exchanged.
Collaborating on research and development projects where new and unpublished ideas and concepts are discussed.
Establishing partnerships or joint ventures where mutual trust is essential and both parties need confidence that shared confidential information will not be exposed.
How do I write a Mutual Confidentiality Agreement?
When writing a mutual confidentiality agreement, include the following key components:
Definition of Confidential Information: Clearly define what constitutes confidential information.
Obligations of the Parties: Specify the obligations of each party regarding the handling and protection of the confidential information.
Exclusions: List any information that is not subject to confidentiality provisions, such as information already in the public domain.
Term of Agreement: State the duration for which the confidentiality agreement will remain in effect.
Permitted Disclosures: Mention any circumstances under which confidential information may be disclosed, such as legal requirements or with express written consent.
Consequences of Breach: Outline the remedies or consequences should one of the parties fail to comply with the agreement.
Governing Law: Specify which jurisdiction’s laws will govern the agreement.
Example Clause: Each party agrees to protect the confidential information of the other party with the same degree of care that it uses to protect its own confidential information but in no event less than a reasonable degree of care.
Which contracts typically contain Mutual Confidentiality?
Mutual confidentiality provisions are typically found in:
Non-Disclosure Agreements (NDAs): These contracts are specifically designed to protect shared confidential information between parties.
Partnership Agreements: Where parties agree to collaborate and share confidential business information.
Service Agreements: Especially when dealing with service providers who may need access to sensitive company information.
Employee Contracts: Where employees have access to proprietary information and trade secrets.
Mergers and Acquisitions Agreements: During due diligence processes where confidential financial and business information is exchanged.
Technology or Software Development Agreements: Where intellectual property and proprietary code may be shared among developers and clients.
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A mutual general release clause is a contractual provision where both parties agree to relinquish any existing or potential claims against each other, thereby freeing both from future legal disputes related to the subject matter of the release. This clause aims to bring closure to past grievances and facilitate a clean break, ensuring that neither party can pursue further claims or litigation over the issues covered by the agreement.
Mutual indemnification is a contractual provision where each party agrees to compensate the other for any losses, damages, or liabilities arising from specific actions or breaches related to the agreement. This clause is designed to ensure both parties are protected against claims or damages caused by the other party's negligence or misconduct.
A mutual indemnity clause is an agreement between two parties where each agrees to indemnify, or compensate, the other for certain losses or damages arising from their own actions or negligence. This clause is intended to ensure fairness and risk distribution, protecting both parties from liabilities resulting from the other's conduct during the execution of a contract.
14 example clauses
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