Marketing Research Data NDA

This Marketing Research Data Non-Disclosure Agreement (the "Agreement") is entered into on this [Date] (the "Effective Date") by and between:

Disclosing Party:

Name of Company: [Your Company Name]

Address: [Your Company Address]

("Disclosing Party")

and

Receiving Party:

Name of Company: [Recipient Company Name]

Address: [Recipient Company Address]

("Receiving Party")

Collectively referred to as the "Parties."

Background

The Disclosing Party possesses certain confidential and proprietary information related to marketing research data, including but not limited to customer data, survey results, market analysis, and marketing strategies (the "Confidential Information"). The Receiving Party wishes to access and utilize the Confidential Information for [Purpose of Data Use, e.g., market analysis, strategy development].

Confidential Information

The term "Confidential Information" shall include all information provided by the Disclosing Party, whether in written, oral, electronic, or other form, that is designated as confidential or should reasonably be considered as such. This may include, but is not limited to, customer lists, survey responses, market trends, and proprietary marketing strategies.

Non-Disclosure Obligations

The Receiving Party agrees to:

a. Confidentiality: Maintain the Confidential Information in strict confidence, using the same degree of care as it uses to protect its own confidential information of a similar nature.

b. Use Limitation: Use the Confidential Information solely for the Purpose of Data Use mentioned in the Background section and not for any other purpose without prior written consent from the Disclosing Party.

c. Protection: Take all reasonable measures to prevent the unauthorized disclosure, dissemination, or use of the Confidential Information to any third party, including but not limited to employees, contractors, and affiliates, except those with a legitimate need to know.

Exceptions

The obligations of non-disclosure and non-use under this Agreement shall not apply to any portion of the Confidential Information that:

a. Is or becomes publicly known through no fault of the Receiving Party.

b. Was already in the possession of the Receiving Party without an obligation of confidentiality prior to receiving it from the Disclosing Party.

c. Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

d. Is independently developed by the Receiving Party without the use of or reference to the Confidential Information.

Return or Destruction of Information

Upon the written request of the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall promptly return all Confidential Information in its possession or certify in writing that it has destroyed all such information, as per the Disclosing Party's instructions.

Term and Termination

a. Term: This Agreement shall commence on the Effective Date and shall remain in effect until [Termination Date] unless terminated earlier as provided herein.

b. Termination: Either Party may terminate this Agreement upon written notice to the other Party if it believes that the other Party has breached any material term or condition of this Agreement.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflicts of law principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the state of [State].

Entire Agreement

This Agreement contains the entire understanding of the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether oral or written.

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

[Signature]

[Disclosing Party]

[Date]

[Signature]

[Receiving Party]

[Date]