Marketing Brand Partnership NDA
This Marketing Brand Partnership Non-Disclosure Agreement (the "Agreement") is entered into on this [Day Month, Year], (the "Effective Date") by and between:
[Your Company Name], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Company Address] (the "Disclosing Party")
AND;
[Your Partner Company Name], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Partner Company Address] (the "Receiving Party").
The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties."
WHEREAS, the Parties contemplate a potential marketing brand partnership relationship (the "Partnership"), which may involve the exchange of confidential information;
NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:
1. DEFINITIONS
1.1. Confidential Information: "Confidential Information" shall mean any non-public information, including but not limited to, business plans, marketing strategies, product designs, trade secrets, customer lists, financial data, and any other information of a confidential nature, whether in written, oral, electronic, or any other form, that is disclosed by the Disclosing Party to the Receiving Party in connection with the Partnership.
2. CONFIDENTIALITY OBLIGATIONS
2.1. Protection of Confidential Information: The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party in strict confidence and to take all reasonable measures to prevent the unauthorized disclosure, dissemination, or use of such information.
2.2. Use of Confidential Information: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating and participating in the Partnership, and for no other purpose, unless otherwise expressly agreed in writing by the Disclosing Party.
2.3. Exceptions: The obligations of confidentiality shall not apply to information that:
a. Is already known to the Receiving Party at the time of disclosure;
b. Is or becomes publicly available through no fault of the Receiving Party;
c. Is independently developed by the Receiving Party without reference to the Confidential Information;
d. Is rightfully received by the Receiving Party from a third party without an obligation of confidentiality.
3. TERM AND TERMINATION
3.1. Term: This Agreement shall commence on the Effective Date and shall continue in effect until the termination of the Partnership (the "Term").
3.2. Termination: Either Party may terminate this Agreement by providing written notice to the other Party if:
a. The Partnership is terminated; or
b. The Receiving Party breaches any material provision of this Agreement.
4. RETURN OF CONFIDENTIAL INFORMATION
Upon the written request of the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, and provide written certification of such return or destruction.
5. MISCELLANEOUS
5.1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [State]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [State].
5.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
5.3. Amendment and Waiver: Any modification or waiver of any provision of this Agreement must be in writing and signed by both Parties. The failure to enforce any provision of this Agreement shall not constitute a waiver of such provision.
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Brand Partnership Non-Disclosure Agreement as of the Effective Date.
[Your Clothing Brand Name]
Authorized Representative
[Month Day, Year]
[Your Partner Company Name]
Authorized Representative
[Month Day, Year]
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