Marketing Supplier Feedback NDA
This Marketing Supplier Feedback Non-Disclosure Agreement ("Agreement") is entered into on this 15th day of July, 2055 (the "Effective Date") by and between: [Your Company Name], a company registered under the laws of the State of New York, with its principal place of business at 123 Main Street, New York, NY 10001 ("Disclosing Party") and Fictional Marketing Solutions, Inc., a company registered under the laws of the State of California, with its principal place of business at 456 Elm Street, Los Angeles, CA 90001 ("Receiving Party"). Collectively referred to as the "Parties."
WHEREAS, Disclosing Party and Receiving Party are parties to a Marketing Services Agreement ("MSA") dated March 10, 2055, pursuant to which Receiving Party provides marketing services to Disclosing Party;
WHEREAS, as part of the marketing services, Disclosing Party may provide certain confidential and proprietary information to Receiving Party for the purpose of seeking feedback and improvements on marketing strategies and campaigns;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the Parties agree as follows:
1. Confidential Information
"Confidential Information" shall mean all non-public, proprietary, and confidential information disclosed by the Disclosing Party to the Receiving Party in connection with the MSA, including, but not limited to, marketing strategies, plans, data, customer lists, financial information, trade secrets, and any other information marked as confidential or reasonably understood to be confidential.
2. Non-Disclosure Obligations
Receiving Party agrees to hold in strict confidence and not to disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party.
Receiving Party shall use the Confidential Information solely for the purpose of providing feedback and improvements on the marketing services as contemplated under the MSA.
Receiving Party may disclose Confidential Information to its employees, contractors, and agents who have a need to know the information for the purpose stated in Section 2.2 and who are bound by confidentiality obligations no less restrictive than those in this Agreement.
3. Exceptions
The obligations in this Agreement shall not apply to any information that:
Is or becomes publicly available through no fault of Receiving Party;
Was in Receiving Party's possession before receipt from Disclosing Party;
Is obtained by Receiving Party from a third party without a duty of confidentiality; or
Is independently developed by the Receiving Party without reference to or use of Disclosing Party's Confidential Information.
4. Return or Destruction
Upon the written request of the Disclosing Party or upon termination or expiration of the MSA, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information, including all copies and extracts thereof.
5. Term and Termination
This Agreement shall remain in effect until July 15, 2057, or until the expiration or termination of the MSA, whichever occurs later.
6. Governing Law and Jurisdiction
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. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the state of New York.
7. 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 Supplier Feedback Non-Disclosure Agreement as of the Effective Date.
[Your Company Name] Fictional Marketing Solutions, Inc.
[Your Name]
[Your Title]
[Date]
[Recipient's Name]
[Recipient's Title]
[Date]
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