Sales NDA for
Special Incentive Programs

This Sales Non-Disclosure Agreement (the "Agreement") is entered on [Date] (the "Effective Date"), by and between [Your Company Name], a company registered under the laws of [State of Jurisdiction], hereinafter referred to as the "Company," and [Second Party], a representative of the Company and participant in the Special Incentive Program, hereinafter referred to as the "Recipient."

WHEREAS, the Company has developed and implemented a Special Incentive Program, designed to provide unique and valuable incentives to certain representatives and participants in the program;

WHEREAS, in connection with the Special Incentive Program, participants, including the Recipient, may have access to and become privy to certain confidential and proprietary information of the Company;

WHEREAS, the Company recognizes the need to protect the confidentiality of its proprietary information and trade secrets related to the Special Incentive Program and other aspects of its business operations;

WHEREAS, the Company and the Recipient (collectively referred to as the "Parties") intend to enter into a binding agreement to protect the Company's Confidential Information (as defined below) and to establish the terms and conditions governing the Recipient's obligations of confidentiality;

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

I. Purpose

The Company and the Recipient acknowledge that, in connection with the Special Incentive Program, the Recipient may have access to and become privy to certain confidential and proprietary information of the Company. This Agreement is intended to protect the confidential information and trade secrets of the Company.

II. Confidential Information

The term "Confidential Information" shall mean all information, whether oral, written, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. This includes, but is not limited to, information related to the Special Incentive Program, financial data, business strategies, and other proprietary information.

III. Non-Disclosure Obligations

The Recipient agrees to hold in confidence and not to disclose or use, directly or indirectly, any Confidential Information, except as required in the performance of their duties related to the Special Incentive Program. The Recipient shall take all reasonable precautions to protect the confidentiality of the Confidential Information.

IV. Duration of Confidentiality Obligations

The Recipient's obligations under this Agreement shall remain in effect indefinitely or until such time as the Confidential Information becomes publicly known through no fault of the Recipient.

V. Return of Materials

Upon the request of the Company or the termination of the Recipient's participation in the Special Incentive Program, the Recipient shall promptly return to the Company all materials containing or representing Confidential Information, including all copies and notes, and shall certify in writing that all materials have been returned.

VI. Non-Solicitation

The Recipient agrees that during the term of their participation in the Special Incentive Program and for a period of [Non-Solicitation Duration] thereafter, they will not, directly or indirectly, solicit, induce, or attempt to induce any employee, contractor, or representative of the Company to leave the employment or engagement with the Company.

VII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction in which the Company is incorporated.

VIII. Entire Agreement

This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether oral or written.

Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Company

[Your Name]

Representative

[Date]

Recipient

[Name]

Representative

[Date]

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