Sales Partner Proposal NDA
1. PREAMBLE
This Non-Disclosure Agreement ("Agreement"), effective as of [Date], is entered into between [Your Company Name], a corporation duly organized and existing under the laws of Texas, with its principal office located at [Your Company Address], hereinafter referred to as the "Disclosing Party", and [Partner], a corporation duly organized and existing under the laws of [State], with its principal office located at [Partner Address], hereinafter referred to as the "Receiving Party", collectively referred to as the “Parties”.
2. PURPOSE
The primary objective of this Agreement is to protect sensitive and confidential information that may be disclosed between the Parties to explore, negotiate, and execute a Sales Partner Proposal.
3. DEFINITIONS
3.1. Confidential Information: refers to any data or information that is proprietary to the Disclosing Party and not generally known to the public.
3.2. Other Information: Includes all information disclosed that has been explicitly designated as "Confidential" at the time of disclosure or should be treated as confidential due to the nature of the information and the circumstances surrounding its disclosure.
3.3. Tangible and Intangible Forms: The Confidential Information may exist in written, oral, electronic, or any other form, and includes information stored in memory devices or cloud storage systems.
4. OBLIGATIONS
The Receiving Party hereby acknowledges its solemn responsibility to act as a fiduciary in safeguarding the Disclosing Party's Confidential Information. Consequently, the Receiving Party commits to the following obligations:
4.1. The Receiving Party shall employ stringent measures to ensure the Confidential Information is not disclosed, disseminated, or otherwise made accessible to unauthorized third parties under any circumstances, except as permitted by this Agreement or by explicit written authorization from the Disclosing Party.
4.2. The Receiving Party shall utilize the Confidential Information exclusively for the purposes outlined in this Agreement, and under no circumstances shall the Confidential Information be used to the detriment of the Disclosing Party or for any other purpose.
4.3. The Receiving Party shall implement and maintain robust security protocols, including but not limited to electronic barriers and organizational safeguards, to protect the Confidential Information against unauthorized access, disclosure, alteration, or destruction.
4.4. Access to the Confidential Information shall be restricted solely to employees, agents, or subcontractors of the Receiving Party who have a legitimate need to know the said information and who are bound by confidentiality obligations at least as protective as those stipulated in this Agreement.
4.5. In the event of any unauthorized disclosure or suspected unauthorized disclosure of Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and cooperate fully in any ensuing investigation, remediation, or legal action.
4.6. Upon the Disclosing Party's written request or the termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession or control, and certify in writing that such return or destruction has been completed.
4.7. The Receiving Party shall comply with all applicable laws, regulations, and industry standards relating to the protection of Confidential Information, including but not limited to data protection and privacy laws.
5. EXCLUSIONS
This Agreement explicitly stipulates that the obligations and responsibilities outlined herein concerning the non-disclosure and protection of Confidential Information shall not be applicable under the following carefully delineated conditions:
5.1. Information that is, or subsequently becomes, publicly available without a breach of this Agreement by the Receiving Party shall not be deemed Confidential Information.
5.2. Information that was demonstrably known to the Receiving Party before its disclosure by the Disclosing Party and was not subject to any prior confidentiality agreement between the Parties shall be exempt from this Agreement.
5.3. Information that is independently conceived, developed, or acquired by the Receiving Party, without reliance upon, or reference to, the Disclosing Party's Confidential Information, shall be excluded from the scope of this Agreement.
5.4. Information that is received in good faith by the Receiving Party from a third-party source who is not in violation of any confidentiality obligations to the Disclosing Party shall not be considered Confidential Information under this Agreement.
5.5 Any specific information that is mutually agreed upon in writing by authorized representatives of both Parties to be excluded from the purview of this Agreement shall be considered exempt from the obligations herein.
6. AMENDMENTS
Any modifications, amendments, or changes to this Agreement must be executed in writing and signed by duly authorized representatives of both Parties to be considered valid and binding.
7. GOVERNING LAW
This Agreement, inclusive of its formation, interpretation, and legal effect, shall be governed by and construed in strict accordance with the laws and statutes of [State], expressly excluding any principles of conflicts of law or choice of law that could mandate the application of the laws of another jurisdiction.
8. SIGNATURES
Both Parties hereby acknowledge that they have read and understood the terms of this Agreement and agree to be bound by it. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.
Disclosing Party
[Company Representative Name]
[Position]
[Your Company Name]
[Date]
Receiving Party
[Partner Representative Name]
[Position]
[Partner Company Name]
[Date]
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