Cleaning Services Confidentiality Agreement (NDA)
This Confidentiality Agreement ("Agreement") is entered into as of [Date], ("Effective Date") by and between:
[Your Company Name], a company organized and existing under the laws of [Your Country/State], with its principal place of business located at [Your Company Address] ("Disclosing Party"), and
[Cleaning Service Provider Name], a company organized and existing under the laws of [Provider's Country/State], with its principal place of business located at [Provider's Address] ("Receiving Party").
Collectively referred to as the "Parties".
Background
The Disclosing Party provides cleaning services to various clients and possesses certain confidential information related to its business operations, including but not limited to client lists, pricing strategies, business plans, and proprietary cleaning techniques (collectively, the "Confidential Information").
The Receiving Party desires to receive access to the Confidential Information for the sole purpose of providing cleaning services to the Disclosing Party's clients.
Agreement
1. Confidential Information
1.1 Definition: For the purposes of this Agreement, "Confidential Information" shall include all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, in writing, or by any other means, and whether or not designated as "Confidential" at the time of disclosure, which is proprietary, non-public, or otherwise confidential in nature.
1.2 Exclusions: Confidential Information does not include information that:
a) Is or becomes publicly available without breach of this Agreement;
b) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure;
c) Is independently developed by the Receiving Party without reference to the Confidential Information; or
d) Is rightfully known to the Receiving Party prior to disclosure by the Disclosing Party.
2. Non-Disclosure and Non-Use Obligations
2.1 Obligation: The Receiving Party agrees to maintain the confidentiality of the Confidential Information and not to disclose, disseminate, or use such Confidential Information for any purpose other than as necessary to perform the cleaning services for the Disclosing Party, without the prior written consent of the Disclosing Party.
2.2 Standard of Care: The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
3. Permitted Disclosure
3.1 Authorized Personnel: The Receiving Party may disclose the Confidential Information only to those of its employees, contractors, or agents who have a need to know such information for the purpose of providing cleaning services to the Disclosing Party and who are bound by written confidentiality obligations no less restrictive than those contained herein.
3.2 Legal Requirement: If the Receiving Party becomes legally compelled to disclose any of the Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy.
4. Term and Termination
4.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party upon [Number] days' prior written notice to the other Party.
4.2 Survival: The obligations of confidentiality and non-use under this Agreement shall survive the termination of this Agreement for a period of [2] years from the date of termination.
5. Miscellaneous
5.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
5.2 Amendment: This Agreement may be amended or modified only in writing and signed by both Parties.
5.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your Country/State] without regard to its conflicts of law principles.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[Your Company Name]
By:
Name:
Title:
Date:
[Cleaning Service Provider Name]
By:
Name:
Title:
Date:
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