CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the "Agreement") is entered into on [DATE] by and

between:

McKinsey & Company, Inc. ("McKinsey"), a corporation organized and existing

under the laws of [STATE/COUNTRY], with its principal place of business at
[ADDRESS], and

[CLIENT NAME] (the "Client"), a [ENTITY TYPE] organized and existing under the
laws of [STATE/COUNTRY], with its principal place of business at [ADDRESS].

McKinsey and the Client are hereinafter collectively referred to as the "Parties" and
individually as a "Party".

WHEREAS:

A. McKinsey is a global management consulting firm that provides professional

services to various organizations;

B. The Client is considering engaging McKinsey's services for [BRIEF DESCRIPTION OF

THE PROJECT OR SERVICES];

C. In the course of their discussions and potential engagement, the Parties may
disclose to each other certain confidential and proprietary information; and

D. The Parties wish to ensure the protection and preservation of such confidential
and proprietary information.

NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein, the Parties hereby agree as follows:

1. Definitions

1.1 "Confidential Information" means any information disclosed by one Party

(the "Disclosing Party") to the other Party (the "Receiving Party"), either
directly or indirectly, in writing, orally, or by inspection of tangible objects,
including but not limited to: (a) business plans, strategies, and practices; (b)
financial information and projections; (c) customer and supplier data; (d)
trade secrets; (e) technical information, including research, development,
procedures, algorithms, data, designs, and know-how; (f) personnel
information; (g) any other information that should reasonably be recognized
as confidential information of the Disclosing Party.

1.2 Confidential Information shall not include any information that: (a) was
publicly known and made generally available prior to the time of disclosure by
the Disclosing Party; (b) becomes publicly known and made generally
available after disclosure by the Disclosing Party through no action or inaction
of the Receiving Party; (c) is already in the possession of the Receiving Party
at the time of disclosure by the Disclosing Party, as shown by the Receiving
Party's files and records; (d) is obtained by the Receiving Party from a third
party without a breach of such third party's obligations of confidentiality; (e) is
independently developed by the Receiving Party without use of or reference
to the Disclosing Party's Confidential Information, as shown by documents and
other competent evidence in the Receiving Party's possession.
2. Non-Disclosure and Non-Use

2.1 The Receiving Party shall: (a) hold the Confidential Information in strict
confidence; (b) use the Confidential Information solely for the purpose of
evaluating and performing the potential engagement between the Parties (the
"Purpose"); (c) not disclose, distribute, or disseminate the Confidential
Information to any person other than those employees, agents, and advisors
of the Receiving Party who have a need to know such Confidential Information
for the Purpose, and who are bound by obligations of confidentiality no less
restrictive than those set forth herein; (d) not reverse engineer, disassemble,
or decompile any prototypes, software, or other tangible objects which
embody the Confidential Information; (e) take all reasonable measures to
protect the secrecy of and avoid disclosure and unauthorized use of the
Confidential Information.

2.2 The Receiving Party may disclose Confidential Information to the extent
such disclosure is required by law or by order of a court or similar judicial or
administrative body, provided that the Receiving Party: (a) notifies the
Disclosing Party of such required disclosure promptly and in writing; (b)
cooperates with the Disclosing Party in any lawful efforts to contest or limit
the scope of such required disclosure; (c) discloses only that portion of the
Confidential Information that is legally required to be disclosed.

3. Maintenance of Confidentiality

3.1 The Receiving Party shall: (a) maintain all Confidential Information in a
secure location; (b) limit access to Confidential Information to only those
employees, agents, and advisors who have a need to know such information
for the Purpose; (c) inform all persons to whom Confidential Information is
disclosed of the confidential nature of such information and their obligations
with respect thereto; (d) promptly notify the Disclosing Party of any
unauthorized use or disclosure of Confidential Information and take all
reasonable steps to prevent further unauthorized use or disclosure.

4. Return of Materials

4.1 Upon the earlier of (i) the completion or termination of the potential
engagement between the Parties, or (ii) the Disclosing Party's written request,
the Receiving Party shall: (a) promptly return to the Disclosing Party all
documents and other tangible materials containing or representing
Confidential Information; (b) permanently erase or destroy all electronic or
other intangible records or files containing Confidential Information; (c) certify
in writing to the Disclosing Party that it has complied with the requirements of
this section.

5. No Obligation

5.1 Nothing in this Agreement shall obligate either Party to: (a) proceed with
any transaction or relationship between them; (b) disclose any particular
Confidential Information; (c) purchase any products or services from the other
Party.

6. No Warranty

6.1 ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY

MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING
 THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL
INFORMATION.

7. Ownership and License

7.1 All Confidential Information shall remain the property of the Disclosing
Party.

7.2 The Disclosing Party grants no license, by implication or otherwise, to use

the Confidential Information except as expressly set forth herein.

8. Term and Termination

8.1 This Agreement shall commence on the date first written above and shall
continue for a period of [NUMBER] years, unless earlier terminated by mutual
written agreement of the Parties.

8.2 The obligations of confidentiality and non-use set forth herein shall survive
the expiration or termination of this Agreement for a period of [NUMBER]
years.

9. Remedies

9.1 The Receiving Party acknowledges that any breach of this Agreement may
cause irreparable harm to the Disclosing Party for which monetary damages
may be inadequate.

9.2 In the event of a breach or threatened breach of this Agreement, the

Disclosing Party shall be entitled to seek injunctive relief in addition to any
other remedies available at law or in equity.

10. Governing Law and Jurisdiction

10.1 This Agreement shall be governed by and construed in accordance with

the laws of [STATE/COUNTRY], without regard to its conflicts of law principles.

10.2 Any dispute arising out of or in connection with this Agreement shall be
subject to the exclusive jurisdiction of the courts of [STATE/COUNTRY].

11. Miscellaneous

11.1 This Agreement constitutes the entire understanding between the Parties
with respect to the subject matter hereof and supersedes all prior
agreements, oral or written, made with respect thereto.

11.2 Any waiver, amendment or modification of any provision of this

Agreement shall be effective only if in writing and signed by both Parties.

11.3 If any provision of this Agreement is found to be illegal or unenforceable,

the other provisions shall remain effective and enforceable to the greatest
extent permitted by law.

11.4 Neither Party may assign or transfer its rights or obligations under this
Agreement without the prior written consent of the other Party.
 11.5 This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality

Agreement as of the date first above written.

McKinsey & Company, Inc. [CLIENT NAME]

By:
By: ----------------------
---------------------
Name: [NAME] Name: [NAME]
Title: [TITLE] Title: [TITLE]
Date: [DATE] Date: [DATE]

Parameters to be filled:

1. effective date of the agreement.

2. state or country where McKinsey is incorporated.
3. principal place of business address.
4. full legal name of the client.
5. type of legal entity of the client (e.g., corporation, LLC, partnership).
6. state or country where the client is incorporated or organized.
7. client's principal place of business address.
8. short description of the potential engagement.
9. duration of the agreement in years.
10. duration of the confidentiality obligations after termination in years.
11. governing law for the agreement.
12. jurisdiction for dispute resolution.
13. of the authorized signatory for McKinsey.
14. of the authorized signatory for McKinsey.
15. date for McKinsey.
16. of the authorized signatory for the client.
17. of the authorized signatory for the client.
18. date for the client.

This draft is designed to be recipient-friendly, meaning it is more favorable to the

party receiving the confidential information (in this case, potentially both parties, but
primarily McKinsey as the service provider). Here's how it differs from a discloser-
friendly agreement:

1. Definition of Confidential Information: The current definition is relatively broad

but includes specific categories. A more discloser-friendly version would have
an even broader definition, potentially including any information disclosed,
whether or not marked as confidential.

2. Exclusions from Confidential Information: The current agreement includes

standard exclusions. A more discloser-friendly version might narrow these
exclusions or require written proof for any claimed exclusions.

3. Non-Disclosure and Non-Use: The current version allows disclosure to

employees, agents, and advisors on a need-to-know basis. A discloser-friendly
version might require prior written consent for any disclosure or might limit
disclosure to a specific list of individuals.
 4. Required Disclosure: The current agreement allows disclosure if required by
law, with notice to the disclosing party. A discloser-friendly version might
require the receiving party to exhaust all legal remedies to avoid disclosure.

5. Return of Materials: The current version requires return or destruction of

confidential information upon request or termination. A discloser-friendly
version might require immediate return of all materials upon request, without
allowing for any retained copies.

6. Term: The current agreement has a fixed term with survival of obligations. A
discloser-friendly version might have a longer term or indefinite obligations of
confidentiality.

7. No Warranty: The current version disclaims all warranties. A discloser-friendly

version might include some limited warranties about the accuracy or
completeness of the information.

8. Remedies: While the current version acknowledges the possibility of injunctive

relief, a more discloser-friendly version might include specific monetary
penalties for breaches or automatic injunctive relief without the need to prove
irreparable harm.

9. Governing Law and Jurisdiction: A discloser-friendly version would typically

specify the discloser's preferred jurisdiction and governing law.

10. Non-solicitation or Non-compete: A discloser-friendly version might include

additional clauses restricting the receiving party from soliciting employees or
competing with the disclosing party.

These differences reflect the balance of interests between protecting the

confidentiality of information and allowing the receiving party to use the information
for the intended purpose. The current draft aims to strike a fair balance, while a
discloser-friendly version would shift this balance more towards protecting the
discloser's interests.

I have produced this draft confidentiality agreement as per your prompt. Do you
have any questions or wish to amend the draft?

DISCLAIMER: I am Gani, an AI Assistant specializing in legal matters. This response is

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