Professional Grocery Store Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of 2050-01-01, by and between:
[Your Company Name]
[Your Company Address]
[Your Company Number]
[Your Company Website]
and
[Your Partner Company Name]
[Your Partner Company Address]
[Your Partner Company Number]
[Your Partner Company Email]
Recitals
A. Purpose
[Your Company Name] and [Your Partner Company Name] (collectively referred to as the "Parties" and individually as a "Party") wish to explore a potential business relationship involving the grocery store industry (the "Purpose").
B. Confidential Information
In the course of discussions and any subsequent business relationship, the Parties may disclose to each other certain confidential and proprietary information (the "Confidential Information").
Agreement
The Parties agree as follows:
I. Definitions
A. Confidential Information
Confidential Information means all information, whether written or oral, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to:
1.1. Business plans, strategies, forecasts, and analyses
1.2. Financial information and projections
1.3. Customer and supplier information
1.4. Product specifications and pricing
1.5. Marketing strategies
1.6. Technical data, research, and development
1.7. Any other information that would be deemed confidential or proprietary under the circumstances.
B. Exclusions from Confidential Information
Confidential Information does not include information that:
1.1 Is or becomes publicly known through no breach of this Agreement by the Receiving Party
1.2. Is rightfully received by the Receiving Party from a third party without restriction on disclosure
1.3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
1.4. Is disclosed with the prior written approval of the Disclosing Party.
II. Obligations of the Receiving Party
A. Non-Disclosure
The Receiving Party agrees not to disclose the Confidential Information to any third parties except as permitted by this Agreement.
B. Non-Use
The Receiving Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose without the prior written consent of the Disclosing Party.
C. Protection of Confidential Information
The Receiving Party agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, at least those measures it takes to protect its own confidential information.
III. Permitted Disclosures
A. Required by Law
The Receiving Party may disclose Confidential Information if required to do so by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and assists the Disclosing Party in obtaining an order protecting the information from public disclosure.
B. Authorized Disclosure
The Receiving Party may disclose Confidential Information to its employees, agents, or representatives who have a legitimate need to know the Confidential Information for the Purpose, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
IV. Return or Destruction of Confidential Information
A. Upon Request
Upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information.
B. Certification
The Receiving Party shall provide a written certification of such return or destruction within thirty (30) days of the Disclosing Party's request.
V. No License
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the Receiving Party to any of the Disclosing Party's Confidential Information, except as expressly set forth herein.
VI. Term and Termination
A. Term
This Agreement shall commence on the Effective Date and continue in effect until terminated by either Party upon thirty (30) days written notice to the other Party.
B. Survival
The obligations of confidentiality and non-use shall survive the termination of this Agreement for a period of five (5) years from the date of termination.
VII. Miscellaneous
A. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.
B. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
C. Amendments
This Agreement may not be amended or modified except by a written agreement signed by both Parties.
D. Waiver
No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of that or any other provision.
E. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
F. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
[Your Company Name]
[Your Name]
[Your Title]
2050-01-01
[Your Partner Company Name / Second Party]
[Second Party Representative Name]
[Second Party Representative Title]
2050-01-01
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