Marketing Affiliate Brand NDA
This Marketing Affiliate Brand Nondisclosure Agreement ("NDA") is entered into on this [Day] day of [Month Year] (the "Effective Date"), by and between:
[Your Company Name], with its principal place of business at [Your Company Address], hereinafter referred to as the "Disclosing Party," and
[Affialiate Name], with their principal place of business at [Affiliate Address], hereinafter referred to as the "Receiving Party."
(collectively, the "Parties").
WHEREAS, the Disclosing Party is engaged in the business of marketing and branding services;
WHEREAS, the Receiving Party desires to engage in discussions with the Disclosing Party regarding the marketing and branding services offered by the Disclosing Party;
WHEREAS, the Disclosing Party may disclose certain confidential and proprietary information related to its marketing and branding services (the "Confidential Information") to the Receiving Party during these discussions;
WHEREAS, the Parties wish to protect the confidentiality of the Confidential Information as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows:
1. Definition of Confidential Information
1.1. "Confidential Information" means any and all non-public information, including but not limited to, trade secrets, marketing strategies, branding techniques, customer lists, pricing information, financial data, and any other information, whether oral, written, or in electronic form, that is marked as confidential or should reasonably be understood to be confidential.
2. Obligation of Confidentiality
2.1. The Receiving Party agrees to keep all Confidential Information confidential and shall not disclose, directly or indirectly, any Confidential Information to any third party, except as expressly authorized in writing by the Disclosing Party.
2.2. The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating and discussing potential business opportunities with the Disclosing Party and shall not use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.
3. Exceptions
3.1. The obligations under this Agreement shall not apply to any information that:
a. Was known to the Receiving Party prior to its disclosure by the Disclosing Party.
b. Becomes publicly known through no fault of the Receiving Party.
c. Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
d. Is independently developed by the Receiving Party without reference to the Confidential Information.
4. Return of Materials
4.1. Upon the request of the Disclosing Party or upon termination of discussions between the Parties, the Receiving Party shall promptly return all documents, materials, and other tangible items containing or representing Confidential Information to the Disclosing Party, and shall not retain any copies thereof.
5. Term
5.1. This Agreement shall remain in effect for a period of [Specify Duration] years from the Effective Date.
6. Governing Law
6.1. This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State], without regard to its conflict of laws principles.
7. Remedies
7.1. In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, without the requirement of posting a bond, in addition to any other legal remedies available.
8. Entire Agreement
8.1. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Affiliate Brand Nondisclosure Agreement as of the Effective Date.
[Your Company Name] (Disclosing Party):
By:
[Your Name]
______________________
[Position]
[Month Day, Year]
[Your Partner Company Name] (Receiving Party):
By:
[Client Name]
______________________
[Month Day, year]
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