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THIS AGREEMENT, entered into on the [Date], constitutes a binding and mutual understanding between [Your Company Name], a corporation duly organized and incorporated under the laws of [state/country of incorporation], with its registered office located at [Your Company Address], herein referred to as the "Disclosing Party", and Dan Corp, either an individual or a [business entity type, e.g., "limited liability company"] having its primary residence or place of business at 123 St, Sunshine Boulevard, Atlanta GA, herein referred to as the "Receiving Party". 

This Agreement intends to set forth the terms and conditions under which confidential information may be disclosed by the Disclosing Party to the Receiving Party and to ensure the protection of such information from unauthorized use or disclosure. 

Both parties hereby agree to respect, abide by, and uphold the terms and conditions stipulated herein.

I. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include data, knowledge, documentation, or material, be it oral, written, or presented in electronic or tangible form. This encapsulates details that, while perhaps not immediately evident to outsiders, hold significant commercial value or potential advantage to the Disclosing Party. Specifically, this term includes but is not limited to, intricate insights, methodologies, proprietary formulas, strategic blueprints, and unpublished data relating to marketing strategies, brand development, advertising campaigns, and any related proprietary activities that the Disclosing Party embarks upon. Recognizing the critical nature of such information, and the potential competitive and financial implications of its unsanctioned disclosure, both parties herein solemnly commit to upholding the sanctity and confidentiality of all such information entrusted to them.

II. Obligations of Receiving Party

A. Non-Disclosure

The Receiving Party is entrusted with the responsibility of safeguarding the Confidential Information, treating it with the utmost discretion and care. Any unauthorized disclosure or use of this information is strictly prohibited unless the Receiving Party must fulfill its obligations as outlined in this Agreement.

B. Limited Access

Distribution of the Confidential Information within the Receiving Party's organization should be highly restricted. Only those employees or associates who have a direct, legitimate requirement for the information to fulfill their professional duties should be granted access. All others within the organization should remain unaware of the specifics of the Confidential Information.

III. Exclusions from Confidential Information

Confidential Information shall not include information that:

A. Public Knowledge

Any data or information that is already a matter of public record or is publicly accessible at the time it is disclosed to the Receiving Party is not considered confidential. This is because its public nature negates any proprietary claim or need for safeguarding.

B. Third-Party Information

If the Receiving Party obtains information from a third party, and this acquisition does not result in a breach of an obligation to the Disclosing Party, then such information is not deemed confidential. The onus is on the Disclosing Party to ensure the protection of its information across all channels.

C. Independent Development

Any information or data that the Receiving Party develops independently, without resorting to or referencing the Confidential Information provided by the Disclosing Party, remains excluded from the constraints of this Agreement. It is recognized that the Receiving Party's intellectual endeavors are separate and distinct.

IV. Return of Confidential Information

Upon termination of this Agreement, or whenever requested by the Disclosing Party, the Receiving Party shall immediately deliver to the Disclosing Party all copies of any Confidential Information.

V. No Transfer of Rights or Licenses

The parties agree that no transfer of ownership of any intellectual property or grant of any licenses is implied by this Agreement.

VI. No Warranty

The Confidential Information is provided "as is." Disclosing Party makes no warranties, express or implied, concerning its accuracy or completeness.

VII. Remedies

The receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable harm to Disclosing Party, entitling Disclosing Party to seek an injunction in addition to all other remedies.

VIII. Governing Law and Jurisdiction

This Agreement, and any disputes or claims arising out of or in connection with its subject matter or formation, including but not limited to non-contractual disputes or claims, shall be governed by and construed by the laws of [Specific State/Country]. Both parties hereby irrevocably agree that the courts of [Specific Jurisdiction] shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation, including non-contractual disputes or claims. Each party consents to and waives any objections to the jurisdiction of such courts for such litigation.

IX. Entire Agreement

This Agreement embodies the whole understanding and agreement between the parties concerning the subject matter herein and replaces and supersedes any prior negotiations, correspondence, understandings, and agreements, whether oral or written, between the parties related to its content. Both parties acknowledge and confirm that in entering into this Agreement, they have not relied on, and shall have no remedy in respect of, any statement, representation, assurance, or warranty other than as expressly set out in this Agreement. Any modifications to this Agreement must be made in writing and signed by both parties to remain valid and enforceable.

X. Amendment and Waiver

To preserve the integrity and clarity of this Agreement, any changes, modifications, alterations, or waivers about its terms, conditions, or provisions must be expressly documented in writing. Both parties to this Agreement must mutually consent to and authenticate such changes by affixing their respective signatures for the modifications to be recognized as valid. A waiver of any term or provision by one party will not be construed as a waiver of any subsequent breach or a waiver of the same term in the future. All amendments and waivers must be made in a manner that upholds the original intent and spirit of this Agreement, ensuring that both parties' interests and rights are preserved and protected.

XI. Term and Termination

This Agreement shall commence on the Effective Date and continue for a period of [Specific Number of Years, e.g., "two years"], unless otherwise terminated by either party with [e.g., "30"] days written notice.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

By: [Your Name]

[Date]

By: [Name]

[Date]

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