Email Marketing Survey Invitation NDA

THIS EMAIL MARKETING SURVEY INVITATION AGREEMENT ("Contract") is entered into this [Month Day, Year],

BETWEEN:
[Your Company Name], a corporation duly incorporated under the laws of [State/Country], having its principal place of business at [Your Company Address], herein represented by [Your Company Representative's Name], in the capacity of [Your Company Representative's Position, e.g., "Director of Marketing"], hereinafter referred to as the "Disclosing Party";

AND

[Your Name], an individual residing at [Your Company Address], reachable at [Your Email] and [Your Company Number], hereinafter referred to as the "Receiving Party"; Collectively referred to as the "Parties."

WHEREAS, the Disclosing Party is engaged in the preparation and execution of an Email Marketing Survey Invitation project and possesses confidential information relating to said project;

AND WHEREAS, the Receiving Party possesses certain skills and capabilities beneficial to the Disclosing Party and has expressed an interest in participating in the aforementioned Email Marketing Survey Invitation project;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Definition

1.1 "Confidential Information" refers to any non-public information shared by either Party, including but not limited to, survey questions, methodologies, strategies, participant data, and analytical tools. Such Confidential Information includes, but is not limited to, trade secrets, survey questions, methodologies, strategies, data analysis techniques, participant or customer data, databases, business plans, marketing plans, product plans, financial information, computer software, source codes, algorithms, inventions, and any other information that either Party should reasonably regard as confidential.

1.2 Exclusions: Notwithstanding the above, Confidential Information shall not include information that:

(a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement;

(b) was in the Receiving Party's possession prior to its being furnished by or on behalf of the Disclosing Party;

(c) is independently developed by the Receiving Party without reference to or reliance on the Confidential Information of the Disclosing Party; or

(d) is received from a third party without a breach of such third party's confidentiality obligations.

1.3 Form of Confidential Information: Confidential Information can be in any form, including but not limited to, written documents, oral communications, electronic files, or samples.

1.4 Obligation to Mark or Identify: Whenever possible, Confidential Information disclosed in written or tangible form shall be marked with a "Confidential" or similar legend by the Disclosing Party at the time of disclosure. However, failure to mark or identify information as confidential shall not relieve the Receiving Party of its obligations under this Agreement.

1.5 Disclosure to Employees and Agents: The Receiving Party may disclose Confidential Information to its employees, contractors, or agents who need to know such information for the purpose of the Email Marketing Survey Invitation project, provided that such employees, contractors, or agents are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.

1.6 Duty to Protect: Both Parties agree to take all reasonable steps to protect the Confidential Information from unauthorized disclosure or use, including but not limited to implementing and maintaining security measures at least as stringent as the Disclosing Party employs to protect its own confidential information.

2. Obligations

2.1 Non-Disclosure: The Receiving Party agrees not to disclose or disseminate the Confidential Information without prior written consent from the Disclosing Party.

2.2 Limited Use: The Receiving Party shall use the Confidential Information solely for the purpose of the Email Marketing Survey Invitation project.

2.3 Protection: The Receiving Party shall take all reasonable measures to protect the confidentiality of the Confidential Information.

3. Exclusions

3.1 This Agreement does not cover information that is publicly available, already known to the Receiving Party, or independently developed without access to the Confidential Information.

4. Term and Termination

4.1 Effective Term: This Agreement shall commence on [Date] and will remain in effect for a period of (0) year or until the completion of the Email Marketing Survey Invitation project, whichever comes first.

4.2 Termination: Either Party may terminate this Agreement with written notice, subject to any legal obligations.

5. Miscellaneous

5.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral agreements, understandings, or representations.

5.2 Amendment: Any amendment to this Agreement must be in writing and signed by both Parties.

5.3 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

6. Governing Law and Jurisdiction

6.1 This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located.

IN WITNESS WHEREOF, both Parties acknowledge that they have read, understand, and agree to be bound by the terms of this Non-Disclosure Agreement as of [Date].

Disclosing Party:
[Your Company Name]

Receiving Party:
[Recipient Name]