Advertising Non-Disclosure Agreement
Advertising Non-Disclosure Agreement
Table of Contents
I. Introduction
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Parties Involved
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Effective Date
II. Definition of Confidential Information
A. Scope of Confidential Information
B. Exclusions from Confidential Information
III. Exclusions from Confidential Information
A. Information Already in the Public Domain
B. Information Becoming Publicly Known
C. Information Disclosed with Prior Approval
IV. Obligations of Receiving Party
A. Confidentiality Measures
B. Restrictions on Disclosure and Use
C. Return or Destruction of Materials
V. Term
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Commencement and Duration
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Renewal and Termination
VI. Return or Destruction of Confidential Information
A. Process upon Termination or Expiration
B. Certification of Destruction
C. Ensuring Derivative Works Destruction
D. Costs of Return or Destruction
VII. Remedies for Breach
A. Right to Seek Equitable Relief
B. Indemnification of Disclosing Party
C. Reimbursement of Damages and Expenses
VIII. Governing Law
Applicable Jurisdiction and Venue
IX. Miscellaneous Provisions
A. Entire Agreement
B. Modification and Waiver
C. Severability
D. Assignment and Delegation
X. Signatures
Executing the Agreement
I. Introduction
This Non-Disclosure Agreement (the "Agreement") is made effective as of [Effective Date], by and between [Your Company Name], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Your Company Address], herein referred to as the "Disclosing Party," and [Receiving Party Name], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Address], herein referred to as the "Receiving Party."
WHEREAS, the Disclosing Party possesses certain information relating to an upcoming advertising campaign, which is confidential and proprietary to the Disclosing Party (the "Confidential Information");
WHEREAS, the Disclosing Party agrees to disclose, and the Receiving Party agrees to receive the Confidential Information on the condition that it is used solely for the purpose of evaluating potential collaboration in developing an advertising campaign (the "Purpose");
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
II. Definition of Confidential Information
A. For the purposes of this Agreement, "Confidential Information" shall include, but not be limited to, all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, customer lists, trade secrets, proprietary information, and any other information disclosed or submitted, orally, in writing, electronically, or by any other means, by the Disclosing Party to the Receiving Party. Confidential Information encompasses notes, analysis, compilations, studies, summaries, reports, prototypes, models, and any other material prepared by the Receiving Party which contain or are derived from, in whole or in part, the information disclosed by the Disclosing Party.
B. Confidential Information does not include any information that:
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Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
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Is already known by the Receiving Party at the time of disclosure, as evidenced by written records, without any obligation of confidentiality;
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Is rightfully received from a third party not under any obligation of confidentiality;
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Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
Additionally, Confidential Information does not include information that the Receiving Party can demonstrate by documentary evidence:
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Was rightfully in its possession prior to receipt from the Disclosing Party;
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Was independently developed by the Receiving Party without reference to or use of the Confidential Information received from the Disclosing Party;
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Was rightfully disclosed to it by a third party without any obligation of confidentiality on the Receiving Party.
However, in the event of any doubt regarding the classification of information as Confidential, the Receiving Party shall treat such information as Confidential unless and until otherwise determined by the Disclosing Party in writing.
III. Exclusions from Confidential Information
A. Information that is already in the public domain at the time of disclosure by the Disclosing Party, whether through publication, public disclosure, or otherwise, shall not be considered Confidential Information under this Agreement. This includes information that is readily available to the public without any restrictions or obligations of confidentiality.
B. Information that becomes publicly known through no fault or breach of this Agreement by the Receiving Party, subsequent to its disclosure by the Disclosing Party, shall not be considered Confidential Information. This exemption applies if the information enters the public domain through means such as media coverage, public announcements, or other lawful disclosures not attributable to the Receiving Party's actions or omissions.
C. Information that is disclosed by the Receiving Party with the prior express written approval of the Disclosing Party, specifying that such information may be disclosed without restriction, shall not be considered Confidential Information under this Agreement. Such approval shall be obtained in writing and shall explicitly identify the information approved for disclosure and the scope of such approval. It is understood that any information disclosed by the Receiving Party pursuant to such written approval shall no longer be subject to the confidentiality obligations outlined in this Agreement.
IV. Obligations of Receiving Party
A. The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information. This includes, but is not limited to, implementing security measures and safeguards commensurate with the sensitivity of the information, to prevent unauthorized access, use, or disclosure. The Receiving Party shall employ measures equivalent to those it employs to protect its own most confidential materials.
B. The Receiving Party agrees not to disclose any Confidential Information or any part thereof to any third party, except to its employees and consultants who have a need to know the Confidential Information for the Purpose and who are bound by a duty of confidentiality that protects the Confidential Information against unauthorized use or disclosure as effectively as this Agreement. The Receiving Party shall ensure that such employees and consultants are made aware of their obligations under this Agreement and take measures to enforce compliance.
C. The Receiving Party agrees not to use any Confidential Information for any purpose except the Purpose without the express written consent of the Disclosing Party. Any use of the Confidential Information beyond the Purpose shall require prior written authorization from the Disclosing Party.
D. Upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and all copies thereof. This includes deleting all digital forms of Confidential Information and certifying in writing that all such Confidential Information has been destroyed or returned. In the event of destruction, the Receiving Party shall provide written certification of the destruction to the Disclosing Party within a specified timeframe as requested.
V. Term
This Agreement shall commence on the Effective Date and shall continue in effect for a period of 5 years from the Effective Date (the "Initial Term"). Upon expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms of equal duration (each a "Renewal Term") unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms shall collectively be referred to as the "Term" of this Agreement. Notwithstanding the foregoing, this Agreement may be terminated earlier in accordance with the provisions outlined in Section VI (Termination) of this Agreement. Any extension of the Agreement beyond the Initial Term or any Renewal Term shall be made in writing and signed by both parties.
VI. Return or Destruction of Confidential Information
A. Upon the termination or expiration of this Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly return all copies of the Confidential Information received from the Disclosing Party, including all physical documents, electronic files, and any other tangible or intangible forms in which the Confidential Information is stored. Alternatively, at the Disclosing Party's discretion, the Receiving Party shall destroy all such material using methods sufficient to render the Confidential Information irretrievable and unusable. This includes, but is not limited to, shredding physical documents, securely erasing electronic files, and ensuring that any backups or duplicates are also destroyed.
B. In the event of destruction of Confidential Information, the Receiving Party shall provide written certification of the destruction to the Disclosing Party within 10 days of the destruction request. This certification shall include a detailed description of the materials destroyed, the method of destruction employed, and confirmation that no copies or backups of the Confidential Information remain in the possession or control of the Receiving Party or its affiliates.
C. Furthermore, the Receiving Party shall ensure that any summaries, analyses, or derivative works derived from the Confidential Information are also returned or destroyed in accordance with the provisions outlined in subsection A of this section. This includes any notes, reports, or documents created by the Receiving Party based on or incorporating the Confidential Information, regardless of whether such materials contain direct copies of the Confidential Information or are merely derived from it.
D. The Receiving Party shall bear all costs associated with the return or destruction of the Confidential Information, including but not limited to shipping, handling, and disposal expenses. Any failure by the Receiving Party to comply with the return or destruction obligations set forth in this Agreement shall constitute a material breach of this Agreement, entitling the Disclosing Party to seek appropriate remedies as outlined in Section VI (Remedies for Breach) of this Agreement.
VII. Remedies for Breach
A. The Receiving Party acknowledges and agrees that any unauthorized disclosure or use of the Confidential Information may cause irreparable harm and significant injury to the Disclosing Party that may be difficult to quantify in monetary terms. Therefore, in the event of any breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party shall have the right to seek equitable relief, including but not limited to injunctive relief, to restrain any further breach and to prevent any ongoing or anticipated harm to the Disclosing Party.
The Disclosing Party may also seek such other relief as it deems appropriate under the circumstances, including specific performance, monetary damages, and any other remedies available in law or equity. The right to seek equitable relief pursuant to this provision shall be in addition to, and not in lieu of, any other rights or remedies available to the Disclosing Party under this Agreement or at law.
B. In addition to any other remedies available under this Agreement or at law, the Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees and court costs) arising out of or resulting from any breach or alleged breach of this Agreement by the Receiving Party.
This indemnification obligation shall survive the termination or expiration of this Agreement and shall extend to any claims brought by third parties arising out of or relating to the Receiving Party's breach of this Agreement. The Receiving Party shall promptly reimburse the Disclosing Party for any expenses incurred in connection with the defense of such claims upon demand.
C. Furthermore, the Receiving Party acknowledges and accepts that in the event of any breach or violation of this Agreement, the Disclosing Party may pursue any and all remedies available under law or equity, including but not limited to monetary damages, injunctive relief, and specific performance. The Receiving Party hereby waives any objection or defense based on the adequacy of the remedies available to the Disclosing Party under this Agreement or at law.
D. Additionally, the Receiving Party agrees that in the event of any breach or violation of this Agreement, it shall promptly reimburse the Disclosing Party for any and all damages, losses, costs, and expenses incurred as a result of such breach, including but not limited to reasonable attorney fees, court costs, and expenses related to investigation and enforcement.
The Receiving Party further agrees that such reimbursement shall be made without delay upon written demand by the Disclosing Party. Failure to comply with this reimbursement obligation shall constitute a material breach of this Agreement, entitling the Disclosing Party to seek appropriate remedies as outlined herein.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], excluding any principles of conflicts of laws that would result in the application of the laws of another jurisdiction. Both parties agree that any dispute arising out of or relating to this Agreement shall be exclusively resolved by the courts of [State/Country], and each party hereby consents to the jurisdiction and venue of such courts for the purpose of resolving any such dispute.
IX. Miscellaneous Provisions
A. This Agreement constitutes the entire understanding between the parties concerning the Confidential Information and supersedes all prior or contemporaneous agreements, negotiations, discussions, and understandings, whether oral or written, pertaining to the subject matter herein.
B. Any modification or amendment to this Agreement must be in writing and signed by duly authorized representatives of both parties. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision at any other time, unless expressly stated in writing and signed by the waiving party.
C. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties shall endeavor to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves to the greatest extent possible the intended economic, legal, and commercial result of the invalid, illegal, or unenforceable provision.
D. This Agreement and the rights and obligations herein may not be assigned, transferred, or delegated by either party, in whole or in part, without the prior express written consent of the other party, which consent shall not be unreasonably withheld or delayed. Any purported assignment, transfer, or delegation in violation of this provision shall be null and void.
X. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Non-Disclosure Agreement as of the Effective Date.
Disclosing Party
[Your Name]
[Title]
[Date]
Receiving Party
[Receiving Party Name]
[Title]
[Date]
