Sales Proposal Non-Compete NDA

This Sales Proposal Non-compete Non-disclosure Agreement (the "Agreement") is entered into as of [Date] (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

[Recipient Company Name], with its principal place of business at [Recipient Company Address] hereinafter referred to as the "Recipient."

The Disclosing Party and the Recipient shall collectively be referred to as the "Parties."

WHEREAS, the Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Recipient in connection with discussions related to a sales proposal (the "Proposal").

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. CONFIDENTIAL INFORMATION

1.1. The Disclosing Party may disclose Confidential Information to the Recipient during discussions related to the Proposal.

1.2. The Recipient agrees not to use the Confidential Information for any purpose other than evaluating and discussing the Proposal.

1.3. The Recipient shall take reasonable steps to protect the Confidential Information from unauthorized disclosure and shall not disclose it to any third party without the prior written consent of the Disclosing Party.

2. NON-COMPETE CLAUSE

2.1. The Recipient agrees that, for a period of [x] years following the Effective Date of this Agreement, it shall not engage in any competitive activities, which includes entering into sales proposals or discussions with entities that are in direct competition with the Disclosing Party, as it relates to the products or services described in the Proposal.

3. RETURN OF INFORMATION

3.1. Upon written request by the Disclosing Party or upon the termination of discussions related to the Proposal, the Recipient shall promptly return all materials and documents containing or representing the Confidential Information.

4. GOVERNING LAW

4.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Marketing Jurisdiction.

5. ENTIRE AGREEMENT

5.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations, and understandings.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Disclosing Party:                                   Recipient:

(signature)                          (signature)

[Your Name]                                     [Recipient Representative]

[Your Title]                                    [Recipient Title]

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