Spa Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is made effective as of [Effective Date], by and between:
[Your Company Name] ("Disclosing Party"), located at [Your Company Address], and [Recipient Name] ("Recipient"), located at [Recipient Address].
The Disclosing Party and the Recipient may be collectively referred to herein as the "Parties."
A. Background
The Disclosing Party and the Recipient desire to explore the possibility of a business relationship or transaction (the "Purpose"), wherein the Disclosing Party may disclose certain confidential and proprietary information to the Recipient.
B. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all information, whether written or oral, and regardless of whether it is marked as confidential, disclosed by the Disclosing Party to the Recipient, related to the Purpose. Confidential Information may include, but is not limited to:
Business plans and strategies.
Financial information.
Customer lists and client information.
Trade secrets and know-how.
Marketing plans and materials.
Product and service information.
Intellectual property.
C. Non-Disclosure Obligations
Recipient's Obligations: The Recipient agrees to hold all Confidential Information in strict confidence and to take all reasonable precautions to prevent any unauthorized disclosure, dissemination, or use of the Confidential Information.
Use Restrictions: The Recipient shall use the Confidential Information solely for the Purpose and shall not use it for any other purpose without the prior written consent of the Disclosing Party.
No Reproduction: The Recipient shall not reproduce, duplicate, or copy any Confidential Information without the prior written consent of the Disclosing Party.
Disclosure to Employees: The Recipient may disclose the Confidential Information to its employees or agents who have a need to know for the Purpose, provided that such employees or agents are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.
Legal Obligations: The obligations of confidentiality set forth in this Agreement shall not apply to any Confidential Information that:
a. Is or becomes publicly known through no fault of the Recipient;
b. Was rightfully known or becomes rightfully known to the Recipient from a third party without an obligation of confidentiality;
c. Is independently developed by the Recipient without reference to the Confidential Information;
d. Is required to be disclosed by law, regulation, or court order, provided that the Recipient provides prompt notice to the Disclosing Party to enable it to seek a protective order or otherwise prevent such disclosure.
D. Term and Termination
Term: This Agreement shall commence on the Effective Date and shall remain in effect until [End Date] or until terminated by either Party in accordance with this Section.
Termination: Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and such breach is not cured within 30 days after written notice of the breach.
E. Miscellaneous
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.
Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
Amendment: This Agreement may only be amended in writing signed by both Parties.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[Your Company Name]
[Name]
[Title]
[Date]
[Recipient Name]
[Name]
[Title]
[Date]
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