Marketing Partners NDA

This Marketing Partnership Non-Disclosure Agreement ("Agreement") is made and entered into on this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

[Your Company Name] ("Disclosing Party"),

a company registered under the laws of the State of [Your State], with its principal place of business at [Your Company Address], and

[Partner's Company Name] ("Receiving Party"),

a company registered under the laws of the State of [Partner's State], with its principal place of business at [Partner's Company Address].

Collectively referred to as the "Parties."

WHEREAS, the Parties wish to engage in discussions and negotiations regarding a potential marketing partnership (the "Partnership").

WHEREAS, the Disclosing Party may disclose confidential and proprietary information to the Receiving Party during the course of these discussions and negotiations.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 Definition. For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, whether in oral, written, electronic, or other tangible or intangible form, that is disclosed by the Disclosing Party to the Receiving Party, including but not limited to:

a. Business plans and strategies

b. Marketing plans and strategies

c. Customer lists and information

d. Financial information

e. Product information and designs

f. Trade secrets

g. Any other information marked as "Confidential" or disclosed under circumstances that a reasonable person would understand as confidential.

1.2 Exclusions. Confidential Information does not include information that:

a. Was in the public domain at the time of disclosure or subsequently becomes part of the public domain through no fault of the Receiving Party.

b. Was rightfully in the possession of the Receiving Party prior to the disclosure.

c. Is independently developed by the Receiving Party without reference to the Confidential Information.

d. Is lawfully obtained from a third party without restriction on disclosure.

2. NON-DISCLOSURE AND NON-USE

2.1 Obligation.

The Receiving Party agrees to:

a. Keep all Confidential Information confidential and use it solely for the purpose of evaluating and discussing the Partnership.

b. Not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party.

c. Take all reasonable steps to protect the Confidential Information from unauthorized access or disclosure.

3. RETURN OF CONFIDENTIAL INFORMATION

Upon the request of the Disclosing Party or the termination of discussions related to the Partnership, the Receiving Party shall promptly return all Confidential Information and any copies, extracts, or summaries thereof, or, at the Disclosing Party's option, destroy such materials.

4. TERM

This Agreement shall remain in effect for a period of [Specify Duration] years from the Effective Date unless terminated earlier by either Party in writing. The obligations of confidentiality and non-use shall survive termination of this Agreement.

5. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the State of [Your State].

IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Partnership Non-Disclosure Agreement as of the Effective Date.

[Your Company Name]

By: [Your Signature]

[Your Name]

[Your Title]

[Month Day, Year]

[Partner's Company Name]

By: [Partner Company Representative’s Signature]

[Partner's Name]

[Partner's Title]

[Month Day, Year]