Between

[Your Company Name], a company incorporated under the laws of [State], having its registered office at [Your Company Address], hereinafter referred to as the "Disclosing Party",

AND

[Your Partner Company Name / Second Party], a company incorporated under the laws of [California], United States, has its registered office at [Your Partner Company Name / Second Party Address, hereinafter referred to as the "Receiving Party."

I. Purpose

This Agreement is entered into to protect certain confidential information to be disclosed by the Disclosing Party to the Receiving Party for the purpose of assessing the feasibility of a joint marketing initiative.

II. Definition of Confidential Information

"Confidential Information" shall include, but is not limited to, trade secrets, financial data, proprietary information, customer lists, business strategies, internal communications, research, and any other non-public information, whether communicated orally, in writing, or through any other medium.

III. Obligations of the Receiving Party

The Receiving Party agrees:

• To hold the Confidential Information in strict confidence and take all reasonable measures to prevent unauthorized access, disclosure, reproduction, or distribution of the Confidential Information.

• Not to use the Confidential Information for any purpose other than the stated purpose of this Agreement.

• To restrict access to the Confidential Information to employees or contractors who have a "need to know" and are bound by confidentiality obligations equivalent to those in this Agreement.

IV. Exceptions to Confidential Information

Confidential Information shall not include information that:

• Is or becomes publicly available without breach of this Agreement by the Receiving Party.

• Was known to the Receiving Party prior to its disclosure.

• Is independently developed by the Receiving Party without the use or reference to the Disclosing Party's Confidential Information.

• Is rightfully received from a third party without any confidentiality restrictions.

V. Duration

This Agreement shall commence on the Effective Date and remain in force for a period of two years. The obligations of confidentiality under this Agreement shall survive for a duration of five years from the date of disclosure.

VI. Return or Destruction

Upon the Disclosing Party's written request, the Receiving Party shall promptly return or, at the Disclosing Party's discretion, destroy all copies of the Confidential Information in its possession, including any summaries, reproductions, or excerpts thereof.

VII. No License or Transfer of Rights

Nothing in this Agreement constitutes a license, transfer of rights, title, or interest in the Confidential Information, except for the limited right to review the information solely for the purpose stated herein.

VIII. No Warranty

All Confidential Information is provided "as is". The Disclosing Party makes no warranties, express or implied, with respect to its accuracy or completeness.

IX. Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the Disclosing Party. Therefore, upon any breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available.

X. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [State], United States. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [California], United States.

XI. Entire Agreement & Amendments

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or understandings, whether oral or written. Any amendments to this Agreement must be in writing and signed by both parties.

[General Manager]

[Month, Day, Year]

[CEO]

[Month, Day, Year]

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