This Sales Non-Disclosure Agreement (the “Agreement”) is entered into on the [Month Day, Year], by and between:

[Your Company Name], a company organized and existing under the laws of the [Jurisdiction], with its principal place of business at [Your Company Address] (hereinafter referred to as the “Disclosing Party”),

and

[Your Partner Company Name], a corporation organized and existing under the laws of the [Jurisdiction], with its principal place of business at [Your Partner Company Address] (hereinafter referred to as the “Receiving Party”),

collectively referred to as the “Parties.”

1. Purpose of the Agreement

1.1 Objective of the Agreement

The Disclosing Party possesses certain proprietary insights, including but not limited to sales strategies, client lists, and marketing data (“Confidential Information”), which the Disclosing Party deems necessary to share with the Receiving Party for the purpose of exploring a potential business relationship between the Parties.

1.2 Obligation of the Receiving Party

The Receiving Party shall utilize the Confidential Information solely for the purpose of evaluating the potential business engagement and shall not disclose, reproduce, or use the Confidential Information for any other purpose without prior written consent of the Disclosing Party.

2. Definition of Confidential Information

2.1 Confidentiality

Confidential Information shall mean any 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, to the Receiving Party by the Disclosing Party. Confidential Information disclosed orally shall be identified as such within thirty (30) days of disclosure.

2.2 Exceptions

Confidential Information shall not include information that is: 

2.2.1 publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;

2.2.2 discovered or created by the Receiving Party before disclosure by Disclosing Party;

2.2.3 learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or 

2.2.4 is disclosed by the Receiving Party with the Disclosing Party’s prior written approval.

3. Obligations of the Receiving Party

3.1 Maintenance of Confidentiality

The Receiving Party agrees to take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than:

3.1.1 to its employees, agents, or consultants who must have access to such information to perform the Receiving Party’s obligations hereunder, who each shall also be bound by a nondisclosure agreement of at least as stringent as this Agreement, and 

3.1.2 as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the Receiving Party shall give the Disclosing Party reasonable advance notice to contest such disclosure.

3.2 No Ownership Transfer

The Confidential Information is provided “as is,” and its provision does not grant the Receiving Party any license, express or implied, in the Confidential Information or any patents or other intellectual property rights, nor is it a transfer of any rights in or to the Confidential Information.

4. Time Periods

The non disclosure provisions of this Agreement shall survive the termination of this Agreement and the Receiving Party's duty to hold the Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Disclosing Party sends the Receiving Party written notice releasing it from this Agreement, whichever occurs first.

5. Relationships

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.

6. Severability

If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.

7. Integration

This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties.

8. Waiver

The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement shall not be a waiver of such party’s right to demand strict performance in the future, nor shall the same be construed as a novation of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Sales Non-Disclosure Agreement as of the Effective Date first above written.

Disclosing Party:

(signature)

[Representative Name]

Representative

[Date]

Receiving Party:

(signature)

[Representative Name]

Representative

[Date]

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