MARKETING DATA ACCESS CONTRACT

This Confidentiality Agreement (the "Agreement") is made and entered into as of the [Month Day, Year], by and between [Your Company Name] (the "Disclosing Party"), and [Your Partner Company Name] (the "Receiving Party").

I. Definitions

A. Confidential Information:

"Confidential Information" shall mean any and all non-public information, including but not limited to proprietary, technical, developmental, business, financial, or personnel information, disclosed by the Disclosing Party to the Receiving Party, whether conveyed in writing, orally, visually, electronically, or by any other means.

II. Confidentiality Obligations

A. Non-Disclosure:

The Receiving Party covenants and agrees that it shall not disclose, disseminate, or publish any Confidential Information, directly or indirectly, to any third party without the prior written consent of the Disclosing Party. Additionally, the Receiving Party shall ensure that its employees and agents are also bound by the same confidentiality obligations.

B. Duty of Care:

The Receiving Party shall protect the Confidential Information with the same standard of care with which it treats its own confidential information, but in no event using less than a reasonable standard of care. Furthermore, the Receiving Party shall promptly notify the Disclosing Party in the event of any unauthorized access, use, or disclosure of the Confidential Information.

C. Permitted Disclosure:

Notwithstanding the above, the Receiving Party may disclose the Confidential Information if required to do so under applicable law, regulation, or court order; provided, however, that the Receiving Party shall provide prompt written notice to the Disclosing Party prior to such disclosure, unless prohibited by law, and shall cooperate with the Disclosing Party in seeking protective measures to prevent such disclosure.

III. Use of Confidential Information

A. Purpose:

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating, engaging in, and furthering the business relationship between the parties.

B. Restrictions on Use:

The Receiving Party shall not, without prior written consent from the Disclosing Party, use the Confidential Information for any purpose other than as expressly provided in this Agreement, including any personal benefit or the benefit of any third party.

IV. Employment Solicitation and Relationships

A. Non-Solicitation:

During the term of this Agreement and for a period of one year thereafter, neither party shall directly or indirectly solicit or induce any employee of the other party to terminate their employment or to breach their employment agreement. Furthermore, both parties agree to promptly notify each other in writing if any such solicitation or inducement is made by their respective employees or agents.

B. Business Relationships:

Neither party shall interfere with the business relationships of the other party or its affiliates. Additionally, both parties shall make commercially reasonable efforts to collaborate on and enhance existing business relationships that may benefit both parties, fostering a spirit of cooperation and mutual growth.

V. Term and Termination

A. Term:

The term of this Agreement shall commence on the date first above written and shall continue in full force and effect until [Month Day, Year], unless earlier terminated by either party in accordance with this Agreement. In the event of termination, both parties shall cooperate to ensure a smooth transition of responsibilities and obligations.

B. Termination:

Either party may terminate this Agreement at any time upon providing the other party with a [00] days prior written notice. Additionally, upon termination, all outstanding obligations, including the return of any Confidential Information and assets, shall be promptly settled by both parties in accordance with the terms of this Agreement.

VI. Return of Confidential Information

Upon the termination of this Agreement, or upon Disclosing Party's earlier request, the Receiving Party shall, within [00] days, return or destroy all copies of the Confidential Information in their possession and shall furnish to the Disclosing Party a written certification of the Receiving Party's compliance with the foregoing.

VII. Remedies for Breach

A. Injunctive Relief:

The parties agree that any breach of this Agreement may cause irreparable harm and that, in the event of such breach, in addition to any and all other remedies available, the Disclosing Party will be entitled to seek an injunction or other equitable relief to prevent the continuation of such breach.

B. Damages:

Nothing contained herein shall limit either party's right to seek damages in the event of a breach of this Agreement.

VIII. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York, without regard to its conflict of law principles. In the event of any legal action arising from or related to this Agreement, the parties hereby consent to the exclusive jurisdiction and venue in the federal and state courts located in New York. 

IX. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. This Agreement may not be modified or amended except by the mutual written agreement of the parties, and no waiver of any provision shall be construed as a waiver of any other provision or of the same provision on any other occasion.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

FOR THE DISCLOSING PARTY:

[Your Company Name]

By:                               

Name: [Your Name]

Title: [Your Title]

FOR THE RECEIVING PARTY:

[Your Partner Company Name]

By:                               

Name: [Partner Name]

Title: [Partner Title]

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