Sales Stakeholder Proposal Non-Disclosure Agreement

This Sales Stakeholder Proposal Non Disclosure Agreement ("NDA") is entered into on [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 [Name], with a business address at [Address] (hereinafter referred to as the "Receiving Party"). The Disclosing Party and the Receiving Party may be collectively referred to as the "Parties."

1. Purpose

The Parties contemplate discussions and negotiations concerning a potential business relationship or transaction (the "Transaction"), which may involve the exchange of confidential information by the Disclosing Party to the Receiving Party.

2. Definition of Confidential Information

"Confidential Information" means any non-public information, data, materials, or knowledge, including but not limited to, business plans, strategies, financial information, customer lists, product information, trade secrets, technical data, and any other proprietary information, whether disclosed in writing, orally, or in any other form, which the Disclosing Party may provide to the Receiving Party concerning the Transaction.

3. Non-Disclosure Obligations

The Receiving Party agrees to:

3.1 Maintain the confidentiality of all Confidential Information received from the Disclosing Party and to use the Confidential Information solely for the purpose of evaluating and discussing the Transaction.

3.2 Limit disclosure of Confidential Information to its employees, agents, or consultants on a "need-to-know" basis, provided that such individuals are informed of and agree to be bound by the terms of this NDA.

3.3 Take all reasonable precautions to protect the Confidential Information, including, but not limited to, safeguards to prevent unauthorized access, reproduction, or distribution.

4. Exceptions to Confidential Information

The obligations set forth in Section 3 shall not apply to any information that:

4.1 Was known to the Receiving Party prior to its disclosure by the Disclosing Party.

4.2 Becomes publicly known through no fault of the Receiving Party.

4.3 Is independently developed by the Receiving Party without reference to the Confidential Information.

4.4 Is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality.

5. Return of Confidential Information

Upon the written request of the Disclosing Party or the completion of discussions and negotiations concerning the Transaction, the Receiving Party shall promptly return all Confidential Information and any copies thereof to the Disclosing Party, or certify in writing that all such information and copies have been destroyed.

6. Term and Termination

This NDA shall remain in effect for a period of [Specify the Duration] years from the effective date, unless terminated earlier by mutual written agreement or if either Party breaches this NDA. Upon termination, the obligations under this NDA will continue to bind the Parties with respect to any Confidential Information disclosed prior to termination.

7. Governing Law and Jurisdiction

This NDA shall be governed by and construed in accordance with the laws of the state of [Your State], without regard to its conflict of laws principles. Any dispute arising out of or in connection with this NDA shall be subject to the exclusive jurisdiction of the federal and state courts located within the state of [Your State].

8. Entire Agreement

This NDA constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Your Company Name:

____________________

Date: _______________

[Second Party]:

____________________

Date: _______________

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