Sales NDA for Pre-Contract Talks
Sales NDA for Pre-Contract Talks
This Sales Non-Disclosure Agreement ("Agreement") is made and entered into on this [Day] day of [Month Year], ("Effective Date") by and between: [Your Company Name], a company registered under the laws of the State of Maryland, having its principal place of business at [Your Company Address], with an email address at [Your Company Email], and a contact number at [Your Company Number], hereinafter referred to as the "Disclosing Party." [Your Name], an individual associated with the Disclosing Party, with an email address at [Your Email]. And [Your Partner Company Name / Second Party], a company registered under the laws of the State of Maryland, having its principal place of business at [Your Partner Company Name / Second Party Address], with an email address at [Your Partner Company Name / Second Party Email], and a contact number at [Your Partner Company Name / Second Party Number], hereinafter referred to as the "Receiving Party."
WHEREAS, the Disclosing Party and the Receiving Party (collectively referred to as the "Parties") wish to engage in discussions and exchanges of certain confidential and proprietary information related to [Product / Event Name].
NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties agree as follows:
I. Confidential Information
During the course of discussions and negotiations, the Disclosing Party may provide the Receiving Party with certain information, materials, or data that the Disclosing Party considers confidential and proprietary ("Confidential Information"). The Confidential Information may include, but is not limited to, product specifications, pricing details, marketing strategies, customer lists, and other proprietary information.
II. Non-Disclosure Obligation
The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party strictly confidential. The Receiving Party shall not use, disclose, or permit the disclosure of the Confidential Information to any third party without the prior written consent of the Disclosing Party.
III. Use of Confidential Information
The Receiving Party may use the Confidential Information solely for the purpose of evaluating potential business opportunities with the Disclosing Party. The Receiving Party shall not use the Confidential Information for any other purpose without the express written consent of the Disclosing Party.
IV. Protection of Confidential Information
The Receiving Party shall take all reasonable steps to protect the confidentiality and security of the Confidential Information. This includes implementing safeguards to prevent unauthorized access or disclosure of the Confidential Information.
V. Return of Information
Upon the request of the Disclosing Party or upon the termination of discussions between the Parties, the Receiving Party shall promptly return or destroy all copies of the Confidential Information, including any notes, documents, or electronic files containing such information.
VI. No License
This Agreement does not grant the Receiving Party any license or rights to the Confidential Information, except as expressly provided for herein. No ownership of the Confidential Information is transferred to the Receiving Party.
VII. Term
This Agreement shall remain in effect for a period of [0] years from the Effective Date unless terminated earlier by mutual agreement or as otherwise provided herein.
VIII. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the [State of Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Maryland.
IX. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
[Your Company Name]
[Your Name]
[Your Title]
[Month Day, Year]
[Second Party Name]
[Representative’s Name]
[Representative’s Title]
[Month Day, Year]
