Marketing Supplier NDA
This Marketing Supplier Non-Disclosure Agreement ("Agreement") is entered into on this [Insert Date] , by and between:
Disclosing Party:
Company Name: [Your Company Name]
Address: [Your Company Address]
and
Receiving Party:
Marketing Supplier Name: [Marketing Supplier Company Name]
Address: [Marketing Supplier's Address]
Collectively, the Disclosing Party and the Receiving Party shall be referred to as the "Parties."
WHEREAS, the Disclosing Party possesses confidential and proprietary information related to its business, including but not limited to marketing strategies, customer data, financial information, and trade secrets (collectively referred to as the "Confidential Information").
WHEREAS, the Receiving Party is a marketing supplier engaged by the Disclosing Party to provide marketing services.
WHEREAS, in connection with the provision of marketing services, it may be necessary for the Disclosing Party to disclose Confidential Information to the Receiving Party.
NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:
I. CONFIDENTIALITY OBLIGATIONS
Definition Of Confidential Information
The term "Confidential Information" shall include all information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, which is identified as confidential or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
II. Non-Disclosure
The Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party. The Receiving Party shall not disclose, use, or permit others to use any Confidential Information for any purpose other than the performance of marketing services for the Disclosing Party.
III. Limited Access
The Receiving Party shall restrict access to the Confidential Information to its employees, contractors, or agents who have a need to know for the purpose of providing marketing services. The Receiving Party shall ensure that such individuals are bound by written agreements or obligations of confidentiality no less protective than those set forth herein.
IV. PERMITTED DISCLOSURES
Exceptions - The obligations of confidentiality shall not apply to any Confidential information that:
Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party;
Was rightfully in the possession of the Receiving Party prior to the disclosure by the Disclosing Party, as evidenced by written records;
Is independently developed by the Receiving Party without reference to the Confidential Information;
Is disclosed pursuant to a court order or other legal requirement, provided that the Receiving Party shall notify the Disclosing Party promptly to allow for appropriate legal remedies.
V. DURATION OF CONFIDENTIALITY
The Receiving Party's obligations under this Agreement shall continue in effect for a period of three (3) years from the date of disclosure of each specific item of Confidential Information, unless otherwise terminated by written agreement of the Parties or as required by applicable law.
VI. RETURN OR DESTRUCTION OF INFORMATION
Upon the written request of the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all tangible and electronic copies of Confidential Information and provide written certification of such return or destruction to the Disclosing Party.
VII. CONSEQUENCES OF BREACH
Injunctive Relief
The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. In such a case, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
VIII. Damages
In the event of a breach of this Agreement by the Receiving Party, the Receiving Party shall be liable for any and all damages, costs, and expenses, including reasonable attorney's fees, incurred by the Disclosing Party as a result of such breach.
IX.GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflicts of law principles.
X. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.
XI. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Supplier Non-Disclosure Agreement as of the date first above written.
Disclosing Party:
[Your Name]
[Position]
[Date]
Receiving Party:
[Name]
[Position]
[Date]
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