Email Marketing Partnership NDA
WHEREAS, the Disclosing Party and the Receiving Party are considering a potential business relationship in the field of Information Technology, specifically focusing on email marketing services;
WHEREAS, in the course of discussions and negotiations between the parties, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information:
"Confidential Information" shall mean any and all non-public information, data, trade secrets, business plans, strategies, technical information, customer lists, marketing plans, financial data, and any other information, whether oral, written, or in electronic form, that is disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, during the term of this Agreement.
2. Non-Disclosure Obligation:
The Receiving Party agrees not to disclose, directly or indirectly, or use for any purpose other than as contemplated under this Agreement, any Confidential Information received from the Disclosing Party. The Receiving Party shall take all reasonable precautions to protect the confidentiality of the Confidential Information and shall only disclose such information to its employees, agents, or subcontractors who have a legitimate need to know and are bound by similar confidentiality obligations.
3. Exceptions:
The obligations under this Agreement shall not apply to information that:
a. Was already known to the Receiving Party prior to the disclosure by the Disclosing Party, as evidenced by written records;
b. Becomes publicly known or available without breach of this Agreement;
c. Is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality;
d. Is independently developed by the Receiving Party without reference to the
Confidential Information.
4. Term:
This Agreement shall remain in effect for a period of [Date], commencing on the Effective Date, unless terminated earlier by mutual written consent or as otherwise provided herein.
5. Return of Confidential Information:
Upon the termination of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof in its possession, custody, or control.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of Kentucky, without regard to its conflicts of law principles.
7. 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 and understandings, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Email Marketing Partnership Non-Disclosure Agreement as of the Effective Date.
[Your Company Name]
By: ________________________________
[Your Name]
[Your Title]
[Date]
[Client Name]
By: ________________________________
[Date]
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