SayPro Confidentiality Agreement Form

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1.SayPro Purpose

This Confidentiality Agreement (“Agreement”) is entered into between SayPro (“Disclosing Party”) and the undersigned individual or entity (“Recipient”) to protect the confidentiality of proprietary and sensitive information shared in connection with SayPro’s projects, research, operations, or business activities.

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2.SayPro Definitions

• Confidential Information includes all non-public information disclosed by SayPro or its affiliates to Recipient, whether oral, written, electronic, or otherwise, including but not limited to:
  • Business strategies, plans, and forecasts
  • Research data and analysis
  • Client and stakeholder information
  • Intellectual property, software, and source code
  • Financial data and pricing
  • Internal policies and procedures
• Recipient means the individual or entity receiving Confidential Information.
• Disclosing Party means SayPro or any of its authorized representatives providing Confidential Information.

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3.SayPro Obligations of Recipient

Recipient agrees to:

• Maintain all Confidential Information in strict confidence and use it solely for the authorized purpose related to SayPro projects or engagement.
• Limit disclosure of Confidential Information strictly to employees, agents, or subcontractors who need to know it to perform work related to SayPro, provided they are bound by confidentiality obligations no less restrictive than this Agreement.
• Not disclose, publish, or disseminate Confidential Information to any third party without SayPro’s prior written consent.
• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
• Promptly notify SayPro of any unauthorized use or disclosure of Confidential Information.

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4.SayPro Exclusions

This Agreement does not apply to information that:

• Was in Recipient’s lawful possession prior to disclosure by SayPro.
• Is or becomes publicly known through no breach of this Agreement by Recipient.
• Is independently developed by Recipient without use of or reference to SayPro Confidential Information.
• Is disclosed pursuant to legal requirement, provided Recipient gives SayPro prompt notice to allow protective measures.

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5.SayPro Duration

• This Agreement remains in effect during the term of engagement and for five (5) years following termination or conclusion of any project involving Confidential Information.

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6. Intellectual Property

• All Confidential Information remains the sole property of SayPro or its licensors.
• Nothing in this Agreement grants Recipient any rights, by license or otherwise, to Confidential Information except as expressly stated herein.

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7.SayPro Return or Destruction

Upon SayPro’s request or upon termination of engagement, Recipient shall promptly return or certify destruction of all Confidential Information in tangible form, including copies, notes, or extracts.

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8.SayPro No Warranty

SayPro provides Confidential Information “as is” without any warranty, express or implied, regarding accuracy or completeness.

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9.SayPro Remedies

Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to SayPro. SayPro shall be entitled to seek injunctive relief in addition to other legal remedies.

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10.SayPro Miscellaneous

• Governing Law: This Agreement shall be governed by the laws of [Specify Jurisdiction].
• Entire Agreement: This Agreement constitutes the entire understanding between parties regarding confidentiality and supersedes prior agreements.
• Severability: If any provision is invalid, the remainder shall remain enforceable.

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11.SayPro Signatures

By signing below, Recipient acknowledges understanding and acceptance of the terms of this Confidentiality Agreement.

Recipient Name (Print)	Recipient Signature	Date

SayPro Representative Name (Print)	Signature	Date

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End of SayPro Confidentiality Agreement Form