Restaurant Business Plan Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], by and between [Your Company Name], having its principal place of business at [Your Company Address], ("Restaurant") and [Business Investor's Company Name], having its principal place of business at [Business Investor's Company Address], ("Second Party"). Collectively, these entities may be referred to as the "Parties" or individually as a "Party."
1. Purpose
The purpose of this Agreement is to protect the confidentiality of sensitive information shared during the planning and development stages of [Your Company Name], a restaurant venture. This includes, but is not limited to, recipes, business strategies, financial data, and marketing plans (hereinafter referred to as "Confidential Information").
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" encompasses all information or material that holds or could hold commercial value or other utility in the business context, regardless of whether it is disclosed orally, in writing, or through any other medium. However, "Confidential Information" shall not include information that:
a. Public Domain: Is or becomes generally known to the public other than as a result of disclosure by the receiving Party. This exception ensures that information already available in the public domain is not unfairly protected under this Agreement.
b. Third-Party Disclosure: Is rightfully received by the receiving Party from a third party without any breach of an obligation of confidentiality. This clause recognizes the legitimacy of information obtained lawfully from other sources.
c. Independent Development: Is independently developed by the receiving Party without using or referencing the disclosing Party’s Confidential Information. This provision allows the receiving Party to continue innovation and development activities that are genuinely independent.
d. Legal Requirement: Is disclosed pursuant to legal, judicial, or administrative proceedings or as required by law, provided that the receiving Party promptly notifies the disclosing Party to allow the disclosing Party to seek a protective order or other appropriate remedy. This clause ensures compliance with legal requirements while offering the disclosing Party a chance to protect its interests.
3. Obligations of Receiving Party
To protect the integrity of the Confidential Information, the receiving Party agrees to the following obligations:
a. Degree of Care: Maintain the confidentiality of the Confidential Information with the same degree of care as it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care. This ensures a baseline standard of protection.
b. Non-Disclosure: Not disclose the Confidential Information to any third party without the prior written consent of the disclosing Party. This ensures that the Confidential Information is not shared without explicit permission.
c. Purpose Limitation: Use the Confidential Information solely for the purpose of evaluating or participating in the business opportunity related to this Agreement. This restriction ensures that the information is not misused or exploited for unintended purposes.
d. Return or Destruction: Upon request by the disclosing Party, promptly return or destroy all copies of the Confidential Information. This obligation helps in preventing unauthorized retention of sensitive information.
4. Duration
The confidentiality obligations stipulated in this Agreement shall remain in effect for a period of [Duration] years following the termination or conclusion of the business relationship between the Parties, whichever is later. This ensures that the Confidential Information remains protected for a significant period even after the formal business relationship has ended, safeguarding the long-term interests of the disclosing Party.
5. Termination
This Agreement may be terminated by either Party at any time by providing thirty (30) days' written notice to the other Party. Termination of this Agreement does not release the receiving Party from its obligation to maintain the confidentiality of any Confidential Information disclosed before the termination date. This provision ensures that all Confidential Information shared during the term of the Agreement remains protected even after the Agreement has been terminated.
6. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Your Jurisdiction]. This clause ensures that the legal framework and venue for any disputes are clearly defined, providing certainty and predictability for both Parties.
7. Miscellaneous
This section addresses various essential administrative and procedural aspects of the Agreement:
a. Entire Agreement: This Agreement constitutes the complete and exclusive understanding between the Parties with respect to the subject matter hereof. It supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to this subject matter. This provision ensures that all terms are consolidated into a single document, preventing ambiguity and ensuring clarity.
b. Amendments and Modifications: Any amendments or modifications to this Agreement must be in writing and signed by both Parties. This requirement for written modifications ensures that any changes are formally documented and mutually agreed upon, maintaining the integrity and intent of the original Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement by their duly authorized representatives as of the date first above written.
[Your Company Name]
By: 
Name: [Your Name]
Title: [Your Title]
Date: [Date]
[Business Investor's Company Name]
By:
Name: [Business Investor Company Representative Name]
Title: [Title]
Date: [Date]
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