This Sales Negotiation Data Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is entered into as of [Month Day, Year] (the "Effective Date"), by and between [Your Company Name], a company duly registered under the laws of [State] (hereinafter referred to as the "Disclosing Party"), and [Receiving Party], collectively referred to as the "Parties". This Agreement shall be governed by and construed in accordance with the laws of [State].

1. CONFIDENTIAL INFORMATION

The term "Confidential Information" as used in this Agreement shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party including, but not limited to, propriety information, trade secrets, and any other secret or proprietary information relating to products, processes, algorithms, data, business operations, sales, pricing or marketing which the Disclosing Party considers Confidential Information.

2. NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION

The Receiving Party acknowledges that the Confidential Information derived from the Disclosing Party is confidential and proprietary. The Receiving Party agrees that it will not, without the Disclosing Party's prior written approval, use for its own benefit, disclose, or permit the use of Confidential Information by any third party.

3. OBLIGATIONS OF RECEIVING PARTY

3.1. The Receiving Party will keep the Confidential Information strictly confidential and shall not disclose or allow the same to be disclosed to any third party without the prior written consent of the Disclosing Party.

3.2. The Receiving Party shall only use the Confidential Information for the purpose stated in Section 1.

3.3. Any copies made of the Confidential Information shall retain the same confidential notices and legends as the original.

4. EXCLUSIONS

This NDA imposes no obligation on the Receiving Party with respect to any Confidential Information that:

• was in the public domain before the disclosure;

• becomes publicly available without breach of this NDA by the Receiving Party;

• is rightfully received from a third party not in violation of any obligation of confidentiality;

• is developed independently by the Receiving Party without access to the Confidential Information.

5. DURATION

The obligations of the Receiving Party under this NDA shall continue for a period of two (2) years from the date of disclosure.

6. RETURN OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party, the Receiving Party shall return all originals, copies, and summaries of the Confidential Information or, at the Disclosing Party's option, certify the destruction thereof.

7. NO TRANSFER OF RIGHTS OR LICENSES

This NDA shall not be construed as a transfer or license of any rights or title to the Confidential Information.

8. GOVERNING LAW

This NDA shall be governed by and construed under the laws of the state of New York, without regard to its conflicts of laws principles.

9. ENTIRE AGREEMENT

This NDA contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and simultaneous agreements, understandings, negotiations, and discussions.

IN WITNESS WHEREOF, the Parties hereto have executed this Sales Negotiation Data Non-Disclosure Agreement as of the Effective Date.

DISCLOSING PARTY:

Signature: [Your Signature]
Name: [Your Name]
Company: [Your Company Name]

Date: [Date]

RECEIVING PARTY:

Signature: [Signature]
Name: [Name]
Company: [Receiving Party]

Date: [Date]

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