Free Cleaning Services Partnership NDA

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], a [State] corporation with its principal place of business located at [Your Company Address] (hereinafter referred to as the "Disclosing Party"), and [Partner Company Name], a [State] corporation with its principal place of business located at [Partner Company Address] (hereinafter referred to as the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties have entered into discussions regarding a potential business relationship (the "Purpose"), wherein the Disclosing Party intends to disclose certain proprietary and confidential information to the Receiving Party for the sole purpose of evaluating and engaging in a partnership aimed at enhancing their respective cleaning services offerings;

WHEREAS, in the course of these discussions and any subsequent partnership, the Receiving Party will receive and have access to certain confidential and proprietary information belonging to the Disclosing Party;

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 to the terms and conditions set forth in this Agreement to protect the confidentiality of the information shared.

I. Obligations of the Parties

A. Responsibilities for Protecting Confidential Information: The Receiving Party agrees to use the Confidential Information solely for evaluating and engaging in the Purpose as outlined in the preamble of this Agreement. The Receiving Party shall protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care. The Receiving Party shall limit access to the Confidential Information to its employees, consultants, or agents who are bound by obligations of confidentiality and non-use at least as protective as those contained in this Agreement.

B. Restrictions on the Use of Confidential Information: The Receiving Party shall not use the Confidential Information for any purpose other than as expressly authorized under this Agreement. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Confidential Information.

II. Identification of Confidential Information

A. Criteria for Confidential Information: Confidential Information includes, but is not limited to, all information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, electronically, 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 of disclosure. This includes business strategies, marketing plans, customer lists, operational practices, and proprietary technologies.

B. Exclusions from Confidential Information: Information shall not be considered Confidential Information if it: (i) becomes publicly known through no fault of the Receiving Party; (ii) is lawfully received by the Receiving Party from a third party without a duty of confidentiality; (iii) was already known to the Receiving Party prior to disclosure by the Disclosing Party; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

III. Duration of the Agreement

A. Term of the NDA: This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of 3 years, unless terminated earlier by either Party upon 30 days written notice to the other Party.

B. Obligations Upon Termination: Upon termination or expiration of this Agreement, the Receiving Party shall, within 30 days, return or destroy (at the Disclosing Party’s option) all materials embodying the Confidential Information, including copies, notes, or other documents or items that were used to hold or contain Confidential Information, except for one copy that may be used solely for the purpose of determining the obligations under this Agreement.

IV. Handling of Confidential Information

A. Storage and Access: The Receiving Party shall store the Confidential Information in a secure location and grant access only to its employees or authorized individuals who need to know the Confidential Information for the Purpose defined in this Agreement. The Receiving Party shall ensure that such individuals are aware of and comply with the obligations set forth in this Agreement.

B. Third-Party Sharing: The Receiving Party shall not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party. In cases where disclosure to third parties is authorized, the Receiving Party shall ensure that such third parties sign a nondisclosure agreement with terms no less restrictive than those in this Agreement.

V. Breach of Agreement

A. Notification: In the event of a breach or threatened breach of this Agreement, the Receiving Party shall promptly notify the Disclosing Party in writing. The Receiving Party shall take all reasonable steps to mitigate the damage caused by such breach.

B. Remedies: The Disclosing Party shall have the right to seek injunctive relief, to enforce the provisions of this Agreement, and to recover damages because of any breach of the Agreement by the Receiving Party. The rights and remedies provided in this section are cumulative and in addition to any other rights and remedies available at law or in equity.

VI. Dispute Resolution

A. Mediation: In the event of a dispute arising under this Agreement, the Parties agree to attempt to resolve the dispute through mediation before a mutually agreed-upon mediator. The cost of mediation shall be shared equally by the Parties.

B. Arbitration: If mediation fails to resolve the dispute within 60 days, either Party may initiate arbitration proceedings. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, and the decision of the arbitrator shall be final and binding upon the Parties.

VII. Miscellaneous Provisions

A. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

B. Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

C. Severability: If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity shall not affect the remainder of this Agreement, which shall continue in full force and effect.

Signatures

This Agreement is executed by the duly authorized representatives of the Parties as of the Effective Date first above written.

Disclosing Party

[Name]

[Position]

[Date]

Receiving Party

[Name]

[Position]

[Date]

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