Confidentiality Agreement (CA)-An agreement, often in letter form, that provides for the confidential handling of all written and verbal information provided by the seller and its advisors to the buyer and its advisors. In addition, it typically defines the legal remedies available to a seller should there be a disclosure of the confidential information in violation of the agreement. The proper CA includes two critical elements" the right to specific performance and the ability to obtain injunctive relief as remedies for a breach, over and above any money damages that might become due. Without injunctive relief, a CA might be of limited value to a seller. Except for the injunctive-relief and specific-performance sections, it is rare for a seller to attempt to recover damages for an alleged breach of a CA due to the difficulty of isolation and quantifying the seller's damages attributable to the specific breach. The legal costs of bringing a damage claim usually would exceed the damages recovered.
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