Marketing Partner NDA Template
This Marketing Partner Non-Disclosure Agreement ("NDA") is entered into on [Month Day, Year] (the "Effective Date") by and between [Your Company Name], a Corporation with its principal place of business at [Your Company Address] ("Disclosing Party"), and [Your Partner Company Name], a Sole Proprietorship with its principal place of business at [Your Partner Company Address] ("Receiving Party"), collectively referred to as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information related to its food business (the "Confidential Information");
WHEREAS, the Receiving Party desires to access and use the Confidential Information for the purpose of engaging in marketing activities related to the Disclosing Party's food products;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. DEFINITIONS
"Confidential Information" means all non-public information, data, business strategies, trade secrets, marketing plans, customer lists, product information, and any other information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, electronically, or in any other form, and which is designated as confidential or would reasonably be understood to be confidential given the nature of the information.
2. CONFIDENTIALITY OBLIGATIONS
a. The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to disclose, use, or permit any unauthorized use of such information except as expressly permitted by this Agreement.
b. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, which shall not be less than a reasonable degree of care.
c. The Receiving Party may only disclose the Confidential Information to its employees, contractors, or agents who have a need to know and are bound by written confidentiality obligations at least as restrictive as those contained herein.
3. PERMITTED DISCLOSURES
a. The Receiving Party may disclose the Confidential Information to the extent required by law, provided that it gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party's efforts to protect the information.
b. The Receiving Party may disclose the Confidential Information to the extent necessary to enforce its rights under this Agreement or to comply with any court order or legal process.
4. RETURN OF CONFIDENTIAL INFORMATION
Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including any copies or reproductions thereof, or certify the destruction thereof.
5. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall remain in effect until three (3) years from June 20, 2050 or until terminated by either Party upon written notice to the other Party.
6. REMEDIES
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. In such case, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
7. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ohio, without regard to its conflict of laws principles.
8. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Partner Non-Disclosure Agreement as of the Effective Date.
[Your Company Name]
By:
[Your Name]
[Your Title]
Date: [Date]
[Your Partner Company Name]
By:
[Marketing Partner's Name]
[Marketing Partner's Title]
Date: [Date]
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