Sales NDA for Discussing Event Budgets
This Non-Disclosure Agreement ("Agreement") is entered into as of [Month Day, Year], by and between [Your Company Name] ("Disclosing Party"), a corporation with its principal place of business located at [Your Company Address], and [Your Partner Company Name] ("Receiving Party"), a corporation with its principal place of business located at [Your Partner Company Address], collectively referred to as the "Parties."
1. Purpose
The Parties intend to discuss the details of potential event budgets ("Purpose"). The Disclosing Party agrees to disclose, and the Receiving Party agrees to receive confidential information related to the Purpose as outlined in this Agreement.
2. Definition of Confidential Information
Confidential Information includes 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, to the Receiving Party by the Disclosing Party. Confidential Information does not include information that:
2.1 is known to the Receiving Party at the time of disclosure as evidenced by written records of the Receiving Party;
2.2 has become publicly known and made generally available through no wrongful act of the Receiving Party;
2.3 has been rightfully received by the Receiving Party from a third party who is authorized to make such disclosure; (d) has been approved for release by written authorization of the Disclosing Party.
3. Obligations of the Receiving Party
The Receiving Party shall:
3.1 Hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
3.2 Not use the Confidential Information for any purpose except for the Purpose, without the prior written approval of the Disclosing Party.
3.3 Not disclose any Confidential Information to any party, except to those of its employees and agents who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those herein.
4. Term of Agreement
This Agreement becomes effective as of the Effective Date and will remain in full force and effect until [Month Day, Year], herein referred to as the "Termination Date."
4.1 If any Confidential Information becomes non-confidential prior to the Termination Date, either through no fault of the Receiving Party or by the explicit written consent of the Disclosing Party, the obligations related to the non-disclosure and non-use of that specific information will cease.
4.2. Despite the Termination Date, the obligation to protect the confidentiality of the Confidential Information will persist indefinitely as long as such information remains confidential.
5. Return of Confidential Information
Upon termination of this Agreement for any reason, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly return or, if so directed by the Disclosing Party, destroy all documents, notes, summaries, analyses, materials, records, electronic data, and other tangible manifestations of the Confidential Information.
5.1 If instructed to destroy the Confidential Information, the Receiving Party must certify in writing that all such information has been destroyed, overseen by an authorized officer.
5.2 This obligation encompasses all forms of Confidential Information, including physical documents and electronic data, regardless of its form. The obligation of confidentiality survives the return or destruction of the Confidential Information.
6. No License
6.1 The disclosure of Confidential Information under this Agreement does not grant any license or rights to the Receiving Party, explicitly or implicitly, to any of the Disclosing Party's intellectual property.
6.2 The Receiving Party is granted only the limited right to review the Confidential Information solely for the Purpose outlined in the Agreement.
6.3 This Agreement explicitly excludes any rights to use the Confidential Information beyond what is permitted within the scope of the Agreement, ensuring the Disclosing Party's intellectual property and proprietary rights are fully safeguarded.
7. Governing Law
This Agreement shall be governed by and construed exclusively in accordance with the laws of [Jurisdiction], irrespective of the jurisdiction's choice or conflict of law principles that might direct the application of the laws of another jurisdiction.
7.1 Any disputes, legal proceedings, or litigation arising in connection with this Agreement shall be brought solely in the courts of [Jurisdiction], and the Parties hereby consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
7.2 The Parties agree to comply with all applicable federal, state, and local laws, ordinances, regulations, and codes in performing their duties under this Agreement, including those concerning privacy, data protection, and the use of confidential information.
By their signatures below, the Parties or their duly authorized representatives hereby agree to the terms and conditions set forth in this Non-Disclosure Agreement as of the Effective Date. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
[Your Company Name]:
[Your Name]
[Job Title]
[Month Day, Year]
[Your Partner Company Name]:
[Name]
[Job Title]
[Month Day, Year]
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