Free Agriculture Non-Disclosure Agreement

This Agriculture Non-Disclosure Agreement (the "Agreement") is entered into on [Date], by and between [Your Company Name], located at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], located at [Recipient's Address] ("Receiving Party").

1. Purpose

The purpose of this Agreement is to establish the terms and conditions under which the Disclosing Party agrees to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating a potential business relationship regarding agricultural innovations and developments.

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. Confidential Information includes but is not limited to, the following types of information, as well as other information of a similar nature (whether or not reduced to writing):

• Technical Information: Methods, processes, formulae, compositions, inventions, machines, computer programs and research projects.

• Business Information: Customer lists, pricing data, sources of supply, and marketing, production, or merchandising systems or plans.

• Agricultural Information: Crop management practices, soil analysis data, pest control techniques, irrigation methods, and seed selection strategies.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Maintain Confidentiality: Keep the Confidential Information disclosed to it confidential and secure.

• Limit Disclosure: Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

• Restrict Usage: Use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.

• Return or Destroy Information: Upon termination of this Agreement, or upon request of the Disclosing Party, return all documents and other tangible materials representing Confidential Information and any copies thereof, or certify in writing that all such documents and materials have been destroyed.

4. Exclusions from Confidential Information

The obligations of the Receiving Party under this Agreement do not extend to information that is:

• Public Domain: Already known to the public through no act or omission of the Receiving Party.

• Legally Acquired: Lawfully received from a third party without breach of this Agreement.

• Independently Developed: Independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.

• Required Disclosure: Required to be disclosed by law or by an order of a court of competent jurisdiction, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and cooperates with the Disclosing Party to seek an appropriate protective order.

5. Term and Termination

This Agreement shall commence on the Effective Date and continue in effect until the Confidential Information disclosed under this Agreement is no longer confidential, or until terminated by either party with thirty (30) days prior written notice. Upon termination, the Receiving Party must cease all use of Confidential Information and return or destroy all copies of such information as described in Section 3.

6. No License

Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise, expressly or impliedly, under any patents, copyrights, trademarks, trade secrets, or other intellectual property rights of the Disclosing Party.

7. Remedies

The Receiving Party acknowledges that any breach of this Agreement by the Receiving Party will cause irreparable harm to the Disclosing Party. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

8. Indemnity

The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the Receiving Party.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of laws principles.

10. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

• Amendment: This Agreement may not be amended or modified except by a written instrument signed by both parties.

• Waiver: The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

• Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that the Disclosing Party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.

• Notices: All notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or by a nationally recognized overnight courier service, to the address specified in the introductory paragraph of this Agreement or to such other address as a party may specify by written notice to the other party.

11. Execution

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the day and year first above written.

Disclosing Party

[Your Company Name]

[Your Name]

[Job Title]

Receiving Party

[Recipient's Name]

[Job Title]

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