Sales NDA for Forecast Data
This Non-Disclosure Agreement (the "Agreement") is made effective as of [Month, Day, Year] (the "Effective Date"), by and between [Your Company Name], a company organized and existing under the laws of [Name of State], with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Your Partner Company Name], a company organized and existing under the laws of the [Name of State], with a principal place of business located at [Your Partner Company Address] ("Receiving Party").
I. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, by Disclosing Party to Receiving Party. Specifically, Confidential Information includes the sales forecast data, projected revenues, market analysis, and customer insights.
a. Exceptions to Confidential Information
The term "Confidential Information" does not include any information that:
(a) is or becomes publicly known through no act or omission of the Receiving Party;
(b) was in the Receiving Party's lawful possession prior to the disclosure;
(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
(d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.
II. Obligations of Receiving Party
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of the Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.
a. Use of Confidential Information
The Receiving Party shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with the Disclosing Party.
b. Protection of Confidential Information
The Receiving Party agrees to take all necessary steps to protect the confidentiality of the Confidential Information and to prevent any unauthorized use or disclosure thereof. The Receiving Party will implement and maintain security measures with respect to the Confidential Information that, in the Receiving Party's professional judgment, are sufficient to ensure that the Confidential Information is secured and protected.
III. Return of Confidential Information
Upon the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all written materials containing the Confidential Information. The Receiving Party shall also destroy all electronic records of the Confidential Information and shall provide a written certification to the Disclosing Party confirming such destruction.
IV. Term
According to this Agreement, the duties and responsibilities outlined within will be active and applicable for a period of five years following the specified Effective Date. This is the case unless an alternative termination scenario, which would be provided and detailed within this Agreement, occurs thereby ending the obligations before the end of the aforementioned five year term.
V. No License
The purpose of this clause is to clearly state that under no circumstances should any content found within this document be interpreted as granting or offering any form of rights, by license or any other method, regarding any Confidential Information that might be disclosed to the Receiving Party. This is to say, any access or knowledge the Receiving Party may gain regarding our Confidential Information does not convey any form of rights or ownership over said information.
VI. No Publicity
Receiving Party agrees not to disclose any discussions, negotiations, or the fact that the Confidential Information has been made available to any third party without the prior written consent of the Disclosing Party.
VII. Legal Disclosure
If Receiving Party is required by law to make any disclosure of the Confidential Information, by subpoena or judicial or administrative order, it shall first give written notice of such requirement to the Disclosing Party, and shall allow the Disclosing Party a reasonable time to oppose such disclosure or obtain a protective order.
VIII. Governing Law
The agreement that we are referring to shall be subject to and interpreted in line with the laws that are applicable in the state specified as [Name of State]. This shall remain the case, notwithstanding any principles related to conflict of laws which typically allow for the applicability of laws from other jurisdictions. These principles shall not be referred to in the interpretation or understanding of this agreement.
IX. Legal Remedies
Both parties agree that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies.
X. Miscellaneous
(a) Any amendment or modification of this Agreement shall be in writing and signed by the parties.
(b) Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
(c) This Agreement is the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date first above written.
Signatures:
[Your Name]
[Your Job Title]
[Your Company Name]
[Month, Day, Year]
[Partner's Authorized Signatory Name]
[Job Title]
[Your Partner Company Name]
[Month, Day, Year]
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