Sales Partnership NDA
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made, entered into, and effective as of [Month Day, Year], by and between [Your Company Name], having its principal place of business at [Your Company Address] (hereinafter referred to as the "Receiving Party"), and [Disclosing Party Name], having its principal place of business at [Disclosing Party Name] (hereinafter referred to as the "Disclosing Party"). Collectively, the First Party and the Second Party may be referred to as the "Parties”.
1. Purpose
The primary objective of this Agreement is to facilitate a secure environment for the exchange of confidential and proprietary information between the Parties. This secure exchange is essential for the exploration, evaluation, and subsequent execution of a Sales Partnership that aims to combine the unique capabilities, resources, and market positions of both Parties.
2. Definitions
A. Confidential Information: Refers to any non-public data, know-how, formulas, processes, business strategies, customer lists, pricing information, marketing plans, and any other proprietary information that is shared by either Party during the discussions and evaluations related to the Sales Partnership.
B. Sales Partnership: Refers to the potential collaboration between the Parties for achieving mutually agreed upon sales objectives, through the combination of resources, expertise, and market channels.
C. Authorized Personnel: Refers to employees, consultants, or subcontractors of either Party who have been formally approved to access and handle the Confidential Information for purposes strictly related to the Sales Partnership.
3. Obligations
3.1 Each Party, being either a Disclosing or Receiving Party, shall exercise the highest degree of care to safeguard the confidentiality of the Confidential Information disclosed, employing the same level of precaution that it utilizes to protect its own proprietary information, but in no case less than reasonable care.
3.2 The Receiving Party may only disclose Confidential Information to its Authorized Personnel who have a bona fide need to be privy to such Confidential Information for the purposes of fulfilling the objectives of the Sales Partnership, and who are bound by confidentiality obligations no less stringent than those outlined herein.
3.3 Both Parties shall comply with all applicable laws, regulations, and orders as they pertain to the performance of their respective obligations under this Agreement, including but not limited to, any data protection and privacy laws.
4. Exclusions
4.1 This Agreement does not impose any obligations of confidentiality or restricted use on information that is, or subsequently becomes, publicly available through no wrongful act or omission of the Receiving Party.
4.2 Information already known to the Receiving Party at the time of disclosure by the Disclosing Party shall be excluded from the scope of this Agreement, provided that the Receiving Party can adequately demonstrate such prior knowledge through written documentation.
4.3 If any Confidential Information is required to be disclosed to satisfy the requirements of regulatory bodies or as part of standard industry reporting obligations, such disclosure shall be exempted from this Agreement provided that adequate measures are taken to safeguard the information from further unauthorized dissemination.
5. Duration
This Agreement shall remain in effect until terminated by either the Parties, but the obligation to maintain the confidentiality of the Confidential Information disclosed under this Agreement shall continue indefinitely, even after termination of this Agreement.
6. Amendments
6.1 Any and all amendments, modifications, or alterations to this Agreement must be in a written form that is duly executed by both Parties. Such written forms may include electronic documents and digital signatures, provided they are in compliance with applicable laws.
6.2 Any changes to this Agreement must be authorized and signed by individuals who have been expressly empowered to represent each Party, thereby ensuring that both Parties have given informed and consensual approval to the amendments.
6.3 All amendments must be in conformity with the governing laws and regulations of the jurisdiction under which this Agreement falls. It is the responsibility of both Parties to ensure that amendments do not contravene any statutory obligations or restrictions.
7. Governing Law
7.1 This Agreement and any disputes, controversies, or claims arising out of or in connection with it, including its validity, interpretation, or termination, shall be exclusively governed by and construed in accordance with the laws of the jurisdiction in which the Receiving Party is officially registered.
7.2 In the event of a conflict between the provisions of this Agreement and mandatory provisions of law, the mandatory provisions of law shall prevail. Both Parties shall negotiate in good faith to amend the conflicting provisions in a manner that reflects as closely as possible the original intent of the Parties.
7.3 Unless expressly agreed upon in writing by both Parties, any legal action or proceeding related to this Agreement shall be brought exclusively in courts of competent jurisdiction located in the area where the Receiving Party is officially registered, and each Party consents to the jurisdiction of such courts.
8. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the Parties relating thereto.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, in duplicate, as of the Effective Date.
Signature:
[Your Company Representative Name]
[Your Company Representative Position]
[Month Day, Year]
Signature:
[Disclosing Party Name]
[Disclosing Party Authorized Position]
[Month Day, Year]
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