Marketing Analytics Software NDA

This Marketing Analytics Software Non-Disclosure Agreement ("Agreement") is entered into on this [Date], by and between:

[Your Company Name], a company registered under the laws of the United States, having its principal place of business at [Your Company Address], hereinafter referred to as the "Disclosing Party," and

[Counterparty Name], an individual/company, having its principal place of business at [Counterparty Address], hereinafter referred to as the "Receiving Party."

I. Purpose

The Disclosing Party possesses valuable information, data, and insights related to marketing analytics software, including but not limited to proprietary algorithms, statistical models, data analysis techniques, and market research ("Confidential Information").

A. Protection

The Disclosing Party seeks to protect its Confidential Information from unauthorized disclosure or use.

B. Obligation

The Receiving Party is willing to receive the Confidential Information and agrees to maintain its confidentiality.

II. Definitions

"Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, including but not limited to:

Proprietary software and source code.
Marketing data, reports, and analytics.
Business strategies and plans.
Any other information marked as "Confidential."
"Disclosing Party" refers to [Your Company Name].
"Receiving Party" refers to [Counterparty Name].

III. Non-Disclosure Obligation

A. Confidentiality: The Receiving Party agrees to hold all Confidential Information in strict confidence.

B. Use Restrictions: The Receiving Party shall not, directly or indirectly, use the Confidential Information for commercial gain, including, but not limited to, developing a product or service that competes with the Disclosing Party's marketing analytics software.

C. Unauthorized Disclosure: The Receiving Party shall take all necessary precautions to prevent unauthorized disclosure of Confidential Information to third parties.

IV. Obligations of Employees and Agents

A. Notification: The Receiving Party shall notify its employees and agents who may have access to Confidential Information of their obligations under this Agreement.

B. Enforceability: The Receiving Party shall ensure that its employees and agents are bound by written agreements or obligations to protect the confidentiality of the Confidential Information.

V. Exceptions

A. Information Not Confidential: The obligations set forth in this Agreement shall not apply to any information that:

Is or becomes publicly available through no breach of this Agreement.
Was already in the possession of the Receiving Party before disclosure.
Is obtained from a third party without an obligation of confidentiality.

VI. Return of Confidential Information

A. Upon Request: Upon the request of the Disclosing Party, the Receiving Party shall promptly return all physical and electronic copies of the Confidential Information.

VII. Term and Termination

A. Term: This Agreement shall remain in effect for a period of [Start Date] until [End Date]

B. Termination: Either party may terminate this Agreement with written notice if the other party breaches any provision herein.

VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State].

IX. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

X. Signatures

This Agreement shall not be binding or effective until signed by both parties. By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Marketing Analytics Software Non-Disclosure Agreement.

Disclosing Party:

[Your Company Name]

[Date]

Name: [Your Name]

Title: [Your Title]

Email: [Your Email]

Receiving Party:

[Counterparty Name]

[Date]

Name: [Counterparty Name]

Title (if applicable):

Email: [Counterparty Email]