Marketing Media Blackout NDA

This Non-Disclosure Agreement (the “Agreement”) is entered into [day month, year], by and between [Your Company Name], with its principal place of business at [Your Company Address], and [Client], with its principal place of business at [Client Address], hereinafter referred to as the "Disclosing Party", and the undersigned, hereinafter referred to as the "Receiving Party".

1. DEFINITIONS

For the purposes of this Agreement, the following definitions apply:

1.1 “Confidential Information” means all information related to the media and marketing strategies, plans, data, operations, and any other proprietary information disclosed by the Disclosing Party to the Receiving Party.

1.2 “Media Blackout” refers to the complete prohibition of disclosing, publishing, or sharing any specific media or marketing information related to the Disclosing Party's operations.

2. NON-DISCLOSURE

The Receiving Party agrees not to disclose, reproduce, or use the Confidential Information for any purpose other than for the purposes specified by the Disclosing Party.

3. MEDIA BLACKOUT

The Receiving Party acknowledges and agrees to abide by the Media Blackout conditions set forth:

DATE	MEDIA CATEGORY	DESCRIPTION
6-10-2052	Press Release	No publishing or distribution of press releases related to [Your Company Name]'s new marketing campaign.

4. EXCEPTIONS

Notwithstanding any other provision of this Agreement, the obligations set forth in this Agreement shall not apply to any portion of the Confidential Information that:

4.1 was in the Receiving Party's lawful possession prior to the disclosure, as evidenced by written records, and was not acquired directly or indirectly from the Disclosing Party;

4.2 becomes known to the general public in a manner that is not attributable to any act or omission, breach, or fault of the Receiving Party or its representatives, affiliates, or agents;

4.3 is subsequently and lawfully disclosed to the Receiving Party by a third party who is not, to the best of the Receiving Party's knowledge, under any confidentiality obligation to the Disclosing Party with respect to that information; or

4.4 is created or developed by the Receiving Party independently and without any reference to, reliance on, or use of the Disclosing Party’s Confidential Information, as can be clearly demonstrated through tangible evidence.

The Receiving Party shall bear the burden of proving the applicability of any of the aforementioned exceptions.

5. TERM

This Agreement shall commence on the date of execution and remain in full force and effect until [Month Day, Year]. Notwithstanding the foregoing, should the Confidential Information become publicly known or enter the public domain through no fault of the Receiving Party prior to the aforementioned date, the obligations set forth in this Agreement pertaining to the non-disclosure of said information shall cease immediately upon such occurrence. The Receiving Party shall promptly notify the Disclosing Party in the event that it becomes aware of any such public disclosure of the Confidential Information.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's request or upon termination of the relationship between the parties, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information in its possession.

7. MISCELLANEOUS

7.1 No change, modification, amendment, or variation of the terms of this Agreement shall be valid unless it is in writing and duly signed by both parties hereto. Both parties acknowledge that this Agreement supersedes any and all prior oral or written agreements between them pertaining to the subject matter hereof.

7.2 This Agreement shall be governed by and interpreted in accordance with the laws of [State]. In the event of any disputes, controversies, or claims arising out of or in relation to this Agreement, the parties agree to seek an amicable resolution through good faith negotiations. Failing such resolution, the dispute shall be submitted to a court of competent jurisdiction within [State].

7.3 This Agreement embodies the entire understanding between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties in relation to the subject matter hereof.

7.4 No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

Disclosing Party Signature:

[Your Name]

[Your Position]

[Your Company Name]

[Month Day, Year]

Receiving Party Signature:

[Name]

[Your Position]

[Company Name]

[Month Day, Year]