SALES NDA REGARDING COMMISSION FORECASTING DATA
This Non-Disclosure Agreement ("Agreement") is made and entered into as of [Month Day, Year] (“Effective Date”), by and between [Your Company Name] ("Disclosing Party"), a corporation with its principal place of business at [Your Company Address], and [Your Partner Company Name] ("Receiving Party"), with its principal place of business at [Your Partner Company Address], collectively termed as “Parties.”
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, including but not limited to commission forecasting data as detailed in the table below:
Forecast Period | Projected Sales Volume | Expected Commission Rate | Anticipated Revenue |
|---|
Q1 | $500,000 | 5% | $25,000 |
| | | |
| | | |
| | | |
2. Obligations of the Receiving Party
2.1. The Receiving Party agrees to treat all Confidential Information with the same degree of care as it treats its confidential information of similar importance, but at all times using at least a reasonable degree of care.
2.2. The Receiving Party shall limit access to Confidential Information to personnel who are directly involved in the potential business engagement with the Disclosing Party and who are under obligations of confidentiality no less stringent than those outlined in this Agreement.
2.3. The Receiving Party shall not, without the prior written approval of the Disclosing Party, utilize, copy, adapt, alter, or disclose any Confidential Information to any individual, corporation, or other entity, except as expressly permitted hereunder.
2.4. The Receiving Party will promptly notify the Disclosing Party upon discovering any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by the Receiving Party or its representatives. It will cooperate with the Disclosing Party in every reasonable way to help regain their possession of the Confidential Information and prevent its further unauthorized use.
3. Exclusions from Confidential Information
The Receiving Party's obligations hereunder shall not apply to information that:
3.1. Is or becomes part of the public domain through no act or omission of the Receiving Party;
3.2. Was in the Receiving Party’s lawful possession before the disclosure without confidentiality restrictions;
3.3. Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information or
3.4. Is lawfully received by the Receiving Party from a third party without a duty of confidentiality.
3.5. If the Receiving Party must disclose Confidential Information according to law, regulation, court order, or government order, the Receiving Party shall promptly notify the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.
3.6. If such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which it is legally compelled to disclose and shall exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed Confidential Information.
4. Term
4.1. The duty to maintain the confidentiality of the Confidential Information remains in effect for five (5) years from the Effective Date of this Agreement.
4.2. Upon the expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and any notes or other written, printed, or electronic materials in its possession about the Confidential Information, except that one copy may be retained for the sole purpose of ensuring compliance with the Receiving Party's obligations.
5. Miscellaneous
5.1. This Agreement shall be governed by and construed by the internal laws of the State of which the Disclosing Party is registered. Each party irrevocably submits to the exclusive jurisdiction and venue of the State’s courts for any legal suit, action, or proceeding arising out of or related to this Agreement.
5.2. No amendment, modification, or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by a duly authorized representative of each party.
5.3. No right, title, or interest in or to any trade secrets, know-how, or any other proprietary rights are transferred or granted under this Agreement. All rights, titles, and interests in and to the Confidential Information remain exclusively with the Disclosing Party.
5.4. The Receiving Party acknowledges that its use of the Confidential Information is solely for the purposes contemplated by this Agreement, and such use does not convey any rights, by implication, estoppel, or otherwise, other than those expressly granted herein.
5.5. If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision, and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
5.6. This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings between the parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Disclosing Party Signature:
[Your Name]
[Job Title]
[Your Company Name]
[Month Day, Year]
Receiving Party Signature:
[Name]
[Job Title]
[Your Partner Company Name]
[Month Day, Year]
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