SALES NDA FOR CONTRACT NEGOTIATION
This Non-Disclosure Agreement (“Agreement”) is entered into on the first day of [February 2050] (“Effective Date”), by and between:
Disclosing Party:
[Your Company Name]
[Your Company Address]
Receiving Party:
[Your Partner Company Name]
[Your Partner Company Address]
I. DEFINITIONS
Confidential Information: Pertains to proprietary or exclusive details, regardless of its mode of presentation or format, shared by the Disclosing Party with the Receiving Party pertaining to the contract negotiation process. The scope of what qualifies as Confidential Information under this Agreement encompasses, but not limited to:
Business Strategies: This covers an array of insightful details including proposed sales methodologies, in-depth target market assessments, and comprehensive blueprints for potential business expansion.
Financial Data: Vital financial projections encompassing anticipated revenue streams, estimated profit margins, and nuanced fiscal analytics that shed light on the company's financial health and outlook.
Contractual Provisions: Initial drafts or proposals regarding pricing, the breadth and depth of services on offer, and the agreed-upon conditions of service delivery and implementation.
II. PURPOSE
This Agreement seeks to uphold the sanctity and discretion of proprietary information unveiled during the intricate phases of contract negotiation between the Disclosing and Receiving Parties. It is designed to safeguard the valuable intellectual and strategic assets of both entities and prevent any undue exposure or unauthorized dissemination.
III. OBLIGATIONS
The Receiving Party is bound by an unequivocal commitment to safeguard the integrity of the Confidential Information. Specifically, the Receiving Party shall:
Refrain from utilizing the Confidential Information for any purpose other than the intent of this Agreement. Additionally, abstain from replicating, duplicating, or in any manner reproducing the Confidential Information.
Not disclose, disseminate, or share the Confidential Information with third parties unless they have acquired explicit written authorization from the Disclosing Party.
IV. EXCEPTIONS
Confidential Information shall not be applicable to any information which:
Pre-existed within the Receiving Party's knowledge reservoir prior to its official disclosure through the auspices of this Agreement.
Emerged within public accessibility, provided that such disclosure did not emanate from any deliberate or inadvertent actions, direct or indirect, of the Receiving Party that contravened this Agreement.
Was rightfully acquired from a third-party source, unburdened by any pre-existing confidentiality obligations or agreements in relation to the Disclosing Party.
V. RETURN OF CONFIDENTIAL INFORMATION
Upon the culmination of the negotiations or at the behest of the Disclosing Party, the Receiving Party is obligated to:
Expediently return all Confidential Information and its replicas in their possession, or
Furnish a written attestation confirming the comprehensive destruction of said information.
VI. GOVERNING LAW
The entirety of this Agreement will be governed and construed in strict alignment with the prevailing laws of which the Disclosing Party is registered. Any disputes or legal contentions arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved exclusively within its jurisdictional courts, unless both Parties mutually agree to an alternate mode of dispute resolution.
VII. AMENDMENTS
Any intent to modify or amend the terms, conditions, or stipulations within this Agreement will be recognized and enforceable only if executed in written format. Such written alterations must be endorsed by the authorized representatives of both Parties. Unwritten or verbal modifications, irrespective of being acted upon, will not hold any legal weight and are thus deemed non-binding.
VIII. DURATION
The lifespan of this Agreement is predetermined to last for a duration of five (5) years commencing from the Effective Date. However, should circumstances demand or should both Parties discern mutual benefits in doing so, this Agreement may be prematurely terminated or extended. Any intent for early termination or extension must be communicated in writing, detailing the reasons and conditions underpinning the decision, and necessitates the accord of both Parties to be valid.
IX. TERMINATION
Any Party, at their discretion, holds the prerogative to cease this Agreement by serving a written notice thirty (30) days prior. Notwithstanding the Agreement's termination, the commitment to uphold the confidentiality of the shared information will remain intact for five (5) years post the termination date.
X. SIGNATURES
By affixing their signatures below, both Parties acknowledge their understanding and acceptance of all terms and conditions stipulated in this Agreement.
Signature:
[Your Name]
[Job Title]
[Your Company Name]
[February 1, 2050]
Signature:
[Your Partner Name]
[Job Title]
[Your Partner Company Name]
[February 1, 2050]
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