Interior Design Confidentiality Agreement
This Interior Design Confidentiality Agreement ("Agreement") is entered into as of [Date], by and between:
[Your Company Name], with its principal place of business at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], with its principal place of business at [Recipient's Address] ("Recipient").
WHEREAS, the Disclosing Party possesses valuable confidential and proprietary information related to interior design services, including but not limited to, design concepts, plans, drawings, specifications, materials, and other proprietary information (collectively, "Confidential Information");
WHEREAS, the Recipient desires to receive certain Confidential Information from the Disclosing Party for the purpose of evaluating potential partnership opportunities in the field of interior design, and the Disclosing Party is willing to disclose such Confidential Information under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Confidential Information
1.1 Definition: "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Recipient, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, designs, drawings, plans, specifications, customer lists, pricing information, business strategies, and trade secrets.
1.2 Exclusions: The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Recipient; (b) was rightfully in the Recipient's possession prior to disclosure by the Disclosing Party; (c) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Recipient without reference to the Confidential Information.
2. Non-Disclosure and Non-Use
2.1 Obligations: The Recipient agrees to hold the Confidential Information in strict confidence and not to disclose or reveal it to any third party without the prior written consent of the Disclosing Party. The Recipient further agrees not to use the Confidential Information for any purpose other than to assist in the development of [Your Company Name]'s upcoming interior design project, codenamed "Project Harmony."
2.2 Employees and Agents: The Recipient shall take all necessary precautions to ensure that its employees, agents, or representatives who have access to the Confidential Information are bound by confidentiality obligations no less protective than those set forth in this Agreement.
3. Return of Confidential Information
Upon the written request of the Disclosing Party or upon termination of this Agreement, the Recipient shall promptly return to the Disclosing Party or destroy all documents, records, and other materials received from the Disclosing Party containing or reflecting any Confidential Information, and shall certify in writing to the Disclosing Party that all such materials have been returned or destroyed.
4. Term and Termination
4.1 Term: This Agreement shall commence on the effective date set forth above and shall continue in effect until [Term], unless terminated earlier as provided herein.
4.2 Termination: Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination of this Agreement, the obligations of confidentiality set forth herein shall survive for a period of [3] years.
5. Miscellaneous
5.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Your State].
5.2 Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to the same subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Your Company Name]
By:
Name: [Your Name]
Title: [Your Title]
[Recipient's Name]
By:
Name: [Recipient's Name]
Title: [Recipient's Title]
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