This Sales Non-Disclosure Agreement ("Agreement") is made and entered into this [Day] day of [Month Year], ("Effective Date") by and between:

Disclosing Party:

Name: [Your Company Name]

Address: [Your Company Address]

Email: [Your Company Email]

Phone: [Your Company Number]

Receiving Party:

Name: [Receiving Party Company Name]

Address: [Receiving Party Address]

Email: [Receiving Party Email]

Phone: [Receiving Party Number]

Collectively referred to as the "Parties."

1. Background

The Parties intend to discuss and share certain confidential and proprietary information related to the final terms of a sales deal ("Confidential Information") in connection with their business relationship.

The Parties desire to protect the Confidential Information and to ensure that it is used solely for the purpose of evaluating the proposed deal and any potential future collaboration.

2. Agreement

2.1. Confidential Information: For the purposes of this Agreement, "Confidential Information" shall include all information, whether oral, written, electronic, or in any other form, disclosed by the disclosing Party to the receiving Party related to the final terms of the sales deal.

2.2. Non-Disclosure: The receiving Party agrees not to disclose, transmit, or use the Confidential Information for any purpose other than the evaluation of the proposed deal, without the prior written consent of the disclosing Party.

2.3. Protection of Information: The receiving Party shall take all necessary measures to protect the Confidential Information from unauthorized disclosure, including but not limited to safeguards to prevent access by third parties.

2.4. Duration: This Agreement shall remain in effect for a period of 3 years from the Effective Date.

2.5. Return or Destruction of Information: Upon the request of the disclosing Party, or upon the expiration of this Agreement, the receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.

3. Exceptions

The obligations of confidentiality and non-disclosure set forth in this Agreement shall not apply to information that:

• Is or becomes publicly available through no fault of the receiving Party.

• Was in the possession of the receiving Party before disclosure and was not subject to pre-existing confidentiality agreement.

• Is independently developed by the receiving Party without reference to or use of the Confidential Information.

• Is required to be disclosed by law or a government authority, provided that the receiving Party notifies the disclosing Party promptly to enable them to seek a protective order or other remedy.

4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Texas.

5. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning the Confidential Information and supersedes all prior and contemporaneous agreements, understandings, and representations.

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

Disclosing Party:

[Your Company Representative’s Name]

[Your Company Representative’s Title]

[Date]

Receiving Party:

[Receiving Party Representative’s Name]

[Receiving Party Representative’s Title]

[Date]

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