Sales Confidential Agreement During Sales Talks

This Sales Confidential Agreement ("Agreement"), effective on the [Day] day of [Month] [Year], is entered into by and between [Your Company Name], a corporation registered under the laws of [State of Jurisdiction], with its primary location at [Your Company Address], hereinafter referred to as the "Company," and [Your Partner Company Name], a corporation registered under the laws of [State of Jurisdiction], situated at [Your Partner Company Address], hereinafter referred to as the "Receiving Party." Collectively, they are referred to as the "Parties."

WHEREAS, the Company and Receiving Party are engaged in discussions and negotiations regarding potential sales of products and services, as detailed in attached sales proposals and related documents, collectively referred to as the "Sales Materials."

WHEREAS, during the course of these discussions and negotiations, it is anticipated that the Parties may disclose certain confidential and proprietary information to one another.

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

CONFIDENTIAL INFORMATION

1. Definition of Confidential Information 

   "Confidential Information" shall refer to any information disclosed by one Party to the other Party, whether shared verbally, in writing, electronically, or through any other medium, marked as confidential or reasonably deemed as such under the given circumstances. Confidential Information encompasses, but is not limited to, details related to products, pricing, marketing strategies, business plans, customer lists, and any other information not in the public domain.

2. Exclusions from Confidential Information

   Confidential Information shall not encompass data that:

   2.1. Is or becomes publicly known without any wrongful act by the Receiving Party.

   2.2. Is legitimately acquired by the Receiving Party from a third party without an obligation of confidentiality.

   2.3. Is independently created by the Receiving Party without reference to the Disclosing Party's Confidential Information.

   2.4. Is disclosed with the prior written consent of the Disclosing Party.

OBLIGATIONS OF CONFIDENTIALITY

1. Non-Disclosure: 

   The Receiving Party shall maintain the Confidential Information in strict confidence and shall not reveal it to any third party without the prior written consent of the Disclosing Party.

2. Limited Use: 

   The Receiving Party shall utilize the Confidential Information exclusively for the purpose of assessing and discussing potential sales, refraining from any other utilization without the prior written consent of the Disclosing Party.

TERM

This Agreement shall be initiated on the date first delineated herein and shall remain in full force and effect for a tenure of three (3) years subsequent to said commencement date, unless earlier terminated in accordance with the provisions set forth within this Agreement or mutually agreed upon in writing by the parties involved.

RETURN OF CONFIDENTIAL INFORMATION

Upon the express request of the Company, the Receiving Party is obliged to either return or irreversibly destroy all documents, materials, and other media that have been received from the Company, which contain, reflect, or are derived from Confidential Information. This includes all duplicates, copies, or reproductions thereof. Notwithstanding the foregoing, the Receiving Party is permitted to retain a single copy of the Confidential Information strictly for compliance with legal obligations or for archival purposes. This retained copy must be securely stored and adequately protected to prevent any unauthorized access or disclosure.

GOVERNING LAW

This Agreement, along with any disputes, claims, or controversies arising from or in connection with it, including but not limited to its interpretation, construction, performance, or breach, shall be governed by and construed in accordance with the laws of [State of Jurisdiction], without giving effect to any principles of conflicts of law. The parties hereby submit to the exclusive jurisdiction of the courts located within [State of Jurisdiction] for the resolution of any such disputes, claims, or controversies.

ENTIRE AGREEMENT

This Agreement represents the complete and exclusive statement of the mutual understanding between the Parties with respect to the subject matter herein and supersedes all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. It shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No modification, amendment, or waiver of any provisions of this Agreement shall be effective unless in writing and signed by both Parties.

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

THE COMPANY:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

THE RECEIVING PARTY

[Name]

[Job Title]

[Your Partner Company Name]

[Month Day, Year]

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