1. Definition of Confidential Information
Defines what qualifies as confidential information and specifies exclusions such as information already known, independently developed, or publicly available.
 
2. Purpose of Disclosure
Explains that confidential information is exchanged for a potential business transaction or related purpose (“Disclosure Purpose”).
 
3. Obligations of the Receiving Party
Outlines the duty to keep information confidential, limit disclosure to authorized representatives, and use it only for the stated purpose.
 
4. Permitted Disclosures
Allows disclosure of confidential information if required by law or court order, with notice to the disclosing party to seek protection.
 
5. Ownership and Return of Materials
States that all documents remain the property of the disclosing party and must be returned or destroyed upon request.
 
6. No License Granted
Clarifies that sharing information does not transfer or imply any intellectual property rights.
 
7. Feedback Clause
Defines how feedback is treated, specifying that it’s not confidential unless identified as such but still covered if it contains confidential content.
 
8. Disclaimer of Warranties
Disclaims any express or implied warranties regarding the accuracy or completeness of the confidential information.
 
9. Notification of Breach
Requires each party to promptly inform the other of unauthorized disclosures or breaches and cooperate in remediation.
 
10. Injunctive Relief
Grants the right to seek equitable or injunctive remedies in case of breach or threatened breach.
 
11. Term and Termination
Specifies the three-year term, allows termination by either party with notice, and provides that confidentiality obligations survive termination.
 
12. Governing Law and Miscellaneous Provisions
Sets Illinois law as governing, includes standard clauses on assignment, modification, severability, waiver, execution, and compliance.