Travel Agency Confidentiality Agreement
Parties
This Confidentiality Agreement ("Agreement") is entered into as of [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] ("Disclosing Party"), and [Second Party's Name], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Second Party’s Address] ("Receiving Party").
Preamble
WHEREAS, the Disclosing Party and the Receiving Party are considering entering into a business relationship wherein the Receiving Party will gain access to certain confidential and proprietary information of the Disclosing Party related to travel and tourism services; and
WHEREAS, the Disclosing Party wishes to ensure the confidentiality of its sensitive information being disclosed during discussions, evaluations, and negotiations between the parties; and
WHEREAS, the Receiving Party is willing to receive and maintain the confidentiality of the disclosed information in strict confidence, in accordance with the terms of this Agreement;
Now, Therefore, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties agree as follows:
1. Definition of Confidential Information
1.1 Scope and Nature of Confidential Information: For the purposes of this Agreement, "Confidential Information" encompasses any data or information, whether communicated orally or in written, electronic, or other form, which is disclosed by the Disclosing Party to the Receiving Party. This confidentiality extends to information that is explicitly marked or designated as confidential or that, given the nature and manner of the disclosure or the context in which it was shared, should reasonably be considered as confidential.
1.2 Inclusive Details: The scope of Confidential Information includes, but is not limited to, detailed business models and strategies, client and customer lists and profiles, intricate pricing matrices, advanced marketing and promotional strategies, proprietary computational algorithms, software codes, operational techniques, and all forms of intellectual property related to the travel and tourism services that the Disclosing Party has developed or acquired.
1.3 Protection of Dynamic Information: Additionally, the Confidential Information also comprises information that the Disclosing Party plans to use for future business expansion and strategic decisions, which are critical to maintaining a competitive advantage in the marketplace.
2. Obligations of the Receiving Party
2.1 Confidentiality Maintenance: The Receiving Party agrees to:
2.1.1 Preserve the secrecy and confidentiality of all Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
2.1.2 Prohibit the disclosure of any Confidential Information to third parties, except as explicitly permitted in writing by the Disclosing Party.
2.1.3 Utilize the Confidential Information solely for the purpose of evaluating or participating in business discussions or transactions explicitly contemplated by the parties under this Agreement.
2.1.4 Limit access to Confidential Information solely to those employees or agents who are directly involved in the evaluation or business discussions and who are bound by written confidentiality obligations that protect such information to a degree not less stringent than this Agreement.
2.1.5 Obligate themselves to either return or destroy all materials containing Confidential Information upon the conclusion of discussions or upon demand by the Disclosing Party, whichever occurs first.
3. Exclusions from Confidential Information
3.1 Exclusions Defined: Information shall not be considered Confidential Information if it:
3.1.1 Becomes part of the public domain through no action or inaction of the Receiving Party.
3.1.2 Is received from a third party without breach of any obligation of confidentiality and without restriction on disclosure.
3.1.3 Is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information.
3.1.4 Must be disclosed under the order of a court or governmental authority, provided that the Receiving Party notifies the Disclosing Party promptly and provides reasonable assistance to contest or limit the scope of such disclosure.
4. Term
4.1 Duration and Termination: This Agreement is effective as of the date first written above and shall remain in effect until either:
The Confidential Information no longer qualifies as confidential due to its public availability or its return to the Disclosing Party, or
The Agreement is terminated by either party upon thirty (30) days prior written notice to the other party.
5. Miscellaneous
5.1 Complete Agreement: This Agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to this subject matter.
5.2 This Agreement may only be modified or amended through a written document formally executed by authorized representatives of both parties.
5.3 Any delay or failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
5.4 This Agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction in which the Disclosing Party is located, without regard to its conflicts of law provisions.
Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the day and year first above written.
Signature:
Name: [Your Name]
Company Name: [Your Company Name]
Date:
Signature:
Name: [Second Party's Representative Name]
Company Name: [Second Party's Company Name]
Date:
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