Marketing Brand Protection Non-Disclosure Agreement (NDA)
This Marketing Brand Protection Non-Disclosure Agreement, otherwise known as “The Agreement’’, dated [Date], is entered into by and between the Disclosing Party, [Your Company Name], a company duly registered under the laws of Florida and the Receiving Party, MG Corp. Both parties herein may be referred to collectively as the "Parties" or individually as a "Party."
WHEREAS, the Parties are entering into this Agreement with the primary intent of engaging in discussions related to potential collaboration in marketing strategies, plans, and various initiatives;
WHEREAS, in the course of these discussions, certain confidential information may be shared between the Parties, which is proprietary to the Disclosing Party;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that any confidential information shared during these discussions will be protected and treated as strictly confidential by the terms of this Agreement.
I. Agreement
In the pursuit of potential collaborations centered on marketing strategies, plans, and initiatives, the Parties recognize the sensitive nature of the information that may be exchanged. Therefore, the following terms shall govern the protection of such information:
II. Definition of Confidential Information:
For the purposes of this Agreement, "Confidential Information" shall encompass all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other medium, by the Disclosing Party to the Receiving Party.
III. Obligations of Receiving Party:
The Receiving Party agrees to hold the Confidential Information in strict confidence and shall not disclose, reproduce, distribute, or transmit the same, directly or indirectly, to any third party. The Receiving Party further agrees not to use the Confidential Information for any purpose whatsoever other than for the intended purpose of discussions related to potential collaborations as stipulated by the Disclosing Party.
IV. Exemptions from Confidential Status:
Information shall not be deemed Confidential Information and the Receiving Party shall have no obligation concerning any such information which (a) is already known to the public; (b) becomes publicly known through no wrongful act of the Receiving Party; or (c) is independently developed by the Receiving Party without reference to any Confidential Information disclosed hereunder.
V. Return or Destruction of Confidential Information:
Upon the Disclosing Party's request or the termination of discussions between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information, in whatever format they may exist, including any summaries, analyses, or notes.
VI. Non-transfer of Rights:
Nothing in this Agreement shall be construed as granting, either expressly or by implication, any rights to the Receiving Party by license or otherwise, to any of the Confidential Information, except as expressly stated herein.
VII. Duration of Confidentiality Obligation:
The obligations set forth herein shall be binding for three (3) years from the date of disclosure of the Confidential Information.
VIII. Jurisdiction
A. Governing Law: This Agreement, including formation, interpretation, and execution, shall be governed by, and construed by, the laws of Florida, without regard to its laws and principles.
B. Jurisdiction: The Parties hereto irrevocably submit to the exclusive jurisdiction of the courts of Florida for the resolution of any disputes arising out of or related to this Agreement. The Parties agree that any suit, action, or proceeding brought by either Party to enforce any provision of, or based on any right arising out of, this Agreement shall be brought solely in the courts of [State/Country]. Both Parties hereto expressly acknowledge the personal jurisdiction of these courts and waive any right each Party may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum nonconvenient or otherwise.
C. Waiver of Jury Trial: To the extent permitted by applicable laws, each Party hereby irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.
IX. Amendment Procedure:
This agreement may only be amended or modified by written agreement of both parties. No amendment or modification shall be effective unless it is in writing, expressly references this Agreement, and is signed by duly authorized representatives of both Parties. Oral modifications or amendments shall have no effect.
X. Acknowledgment:
By executing this Agreement, both Parties hereby acknowledge that they have read, understood, and agreed to all the terms and conditions set forth herein. Each Party further acknowledges that they enter into this Agreement freely, without any coercion or undue influence, and with a full understanding of its implications and consequences. This Agreement represents the entire understanding between the Parties concerning the protection of the Confidential Information and supersedes all prior negotiations, understandings, and agreements, whether oral or written, related to the subject matter herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Brand Protection Non-Disclosure Agreement as of the date first above written.
Signature: ________________________
Date: ________________
[Name]
Signature: ________________________
Date: ________________
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