CONFIDENTIALITY AND NDA AGREEMENT
This Agreement is made this 1st day of January, 2051, by and between:
[Your Company Name]
Address: [Your Company Address]
Represented by: [Your Name]
hereinafter referred to as the "Disclosing Party",
AND
[Company Name]
Address: [Address]
Represented by: [Name]
hereinafter referred to as the "Receiving Party".
PURPOSE
The Disclosing Party wishes to disclose to the Receiving Party certain confidential information for evaluation for potential collaboration on a project. Both parties aim to protect the confidentiality of this information.
DEFINITION OF CONFIDENTIAL INFORMATION
Confidential Information, as used in this Agreement, refers to any data or information that is not publicly known and which provides a competitive advantage or holds potential value for the Disclosing Party. Such information, whether transmitted orally, in writing, or through any other medium, might be related but is not limited to:
TYPE OF INFORMATION | DESCRIPTION |
Technical Data | This encompasses research findings, engineering and architectural blueprints, algorithms, software source codes, databases, processes, and technical methodologies. |
Trade Secrets | Any formula, process, tool, mechanism, or compound known only to its owner and the limited personnel required for its utilization. |
Operational Procedures | This includes but is not limited to workflows, emergency protocols, system configurations, internal network structures, and logistical methods. |
Marketing Strategies | This covers marketing plans, customer lists, advertising strategies, unpublished promotional material, market surveys, market intelligence reports, and strategic plans. |
Financial Data | Any non-public information related to the financial position of the Disclosing Party, including profit, loss and revenue figures, investment strategies, and other related financial metrics. |
OBLIGATIONS OF RECEIVING PARTY
The Receiving Party acknowledges the significant value of the Confidential Information provided and understands the potential harm to the Disclosing Party should any unauthorized disclosure or misuse occur. In recognition of this, the Receiving Party hereby commits to the following responsibilities and obligations:
The Receiving Party shall utilize the Confidential Information solely for the purpose explicitly laid out in this Agreement and shall refrain from using said information for any other purpose.
The Receiving Party agrees to employ at least the same measures and degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care, to prevent unauthorized use, dissemination, or publication of the Confidential Information.
The Receiving Party pledges not to disclose, replicate, or allow access to the Confidential Information, either directly or indirectly, unless authorized in writing by the Disclosing Party.
The Confidential Information will only be shared with employees, contractors, or representatives of the Receiving Party who have a legitimate need to access the information for the purpose specified in this Agreement.
EXCLUSIONS
This Agreement imposes no obligations upon the Receiving Party concerning Confidential Information which:
Was already in the public domain at the time of its disclosure or subsequently became publicly available through no fault of the Receiving Party. Such information must be generally accessible to the wider public without any restrictions.
Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
Is lawfully obtained by the Receiving Party from a third party without any known restrictions on disclosure and without breaching any obligations of confidentiality.
Is developed by the Receiving Party independently, without reference to or use of the Disclosing Party’s Confidential Information, as proven by documentary evidence.
Is required to be disclosed by the Receiving Party pursuant to a valid order of a court, governmental agency, or regulatory authority, provided that the Receiving Party furnishes the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek an appropriate protective order or other remedy.
DURATION
This Agreement shall govern all communications between the parties that take place during the period from the Effective Date to December 31, 2055. The Receiving Party's duty to protect Confidential Information, however, shall run indefinitely.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of California, USA, and any legal action or proceeding relating to this Agreement will be brought in the federal or state courts located in San Francisco, California.
ENTIRE AGREEMENT
This document contains the entire Agreement between the parties and supersedes all prior and contemporaneous understandings or agreements, oral or written, relating to the Confidential Information.
Disclosing Party Signature: Receiving Party Signature:
[Your Name] [Name]
[Your Job Title] [Job Title]
[Your Company Name] [Company Name]
January 01, 2051 January 01, 2051
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