Sales Trade Secrets NDA
This Non-Disclosure Agreement ("Agreement") is entered into on [Date], by and between:
[Your Company Name], a [State] corporation, with its principal office located at [Your Company Address], represented by [Your Name], hereinafter referred to as the "Disclosing Party,"
[Recipient's Company Name], a [State] corporation, with its principal office located at [Recipient's Company Address], represented by [Recipient's Name], hereinafter referred to as the "Receiving Party."
I. Purpose
The Disclosing Party desires to engage in discussions with the Receiving Party concerning a potential business opportunity related to sales processes and strategies. In connection with this opportunity, the Disclosing Party may share certain confidential information.
II. Definitions
A. Confidential Information
For the purpose of this Agreement, "Confidential Information" refers to all non-public information, including, but not limited to, trade secrets concerning sales strategies, customer lists, marketing plans, and financial data.
B. Trade Secrets
Trade secrets refer to any information, including formulas, patterns, compilations, programs, devices, methods, techniques, or processes, that derive economic value from not being known by others.
III. Terms and Conditions
A. Obligations of the Receiving Party
Non-Disclosure: The Receiving Party shall maintain all Confidential Information in strict confidence and shall not disclose any Confidential Information to third parties.
Usage Restrictions: The Receiving Party shall not use the Confidential Information for any purpose other than for the specified business discussions.
Employee Access: Employees of the Receiving Party may have access to the Confidential Information only on a "need-to-know" basis.
IV. Obligations of the Disclosing Party
Documentation: The Disclosing Party shall mark all physical copies of the Confidential Information with "Confidential" or a similar warning.
Clarification: The Disclosing Party shall clarify whether information disclosed orally or visually is confidential at the time of disclosure.
V. Exceptions
Public Information: This Agreement does not apply to information that is publicly available.
Prior Knowledge: Information already known to the Receiving Party prior to the signing of this Agreement is exempted.
VI. Duration
This Agreement shall commence upon the Effective Date and remain in effect for a period of [0] years.
VII. Breach and Penalties
Legal Action: Any breach of this Agreement may result in legal action for damages, injunctive relief, and attorney’s fees.
Monetary Penalties: The parties may agree on a predetermined monetary penalty for breach of this Agreement.
Type of Breach | Penalty Amount |
|---|
Minor Breach | $[00,000] |
Major Breach | $[000,000] |
VIII. Return of Confidential Information
Upon completion of business discussions or upon the Disclosing Party's request, the Receiving Party must return all copies of Confidential Information.
IX. Governing Law
This Agreement shall be governed by the laws of the State of [State].
X. Signatures
By signing below, both parties agree to adhere to all terms and conditions outlined in this Agreement.
[Your Name]
[Your Company Name]
[Your Company Email]
[Date]
[Recipient's Name]
[Recipient's Company Name]
[Recipient's Company Email]
[Date]
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