Simple Bakery Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of January 1, 2050 by and between:
[Your Company Name]
Address: [Your Company Address]
Email: [Your Company Email]
Number: [Your Company Number]
Website: [Your Company Website]
[Your Partner Company Name]
Address: [Your Partner Company Address]
Email: [Your Partner Company Email]
Number: [Your Partner Company Number]
Recitals
WHEREAS, [Your Company Name] and [Your Partner Company Name] desire to engage in discussions regarding potential business relationships and collaborations within the bakery industry;
WHEREAS, in the course of such discussions, it may be necessary for each party to disclose certain confidential and proprietary information to the other;
WHEREAS, the parties wish to protect and preserve the confidentiality of such confidential information in accordance with the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
I. Definitions
A. "Confidential Information"
Definition: "Confidential Information" means all information disclosed by one party to the other, whether in oral, written, graphic, electronic, or any other form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential.
Inclusions: This includes, but is not limited to, recipes, formulas, techniques, processes, methods, trade secrets, business plans, financial information, customer lists, pricing information, and marketing strategies.
Exclusions: Confidential Information does not include information that:
1.1. Was already known to the receiving party at the time of disclosure, as evidenced by written records;
1.2. Becomes publicly known through no wrongful act or breach of this Agreement by the receiving party;
1.3. Is rightfully received from a third party without restriction on disclosure;
1.4. Is independently developed by the receiving party without the use of or reference to the disclosing party's Confidential Information.
II. Obligations of the Parties
A. Use of Confidential Information
The receiving party agrees to use the Confidential Information solely for the purpose of evaluating or engaging in discussions concerning a potential business relationship with the disclosing party.
The receiving party shall not use the Confidential Information for its own benefit or for the benefit of any third party.
B. Protection of Confidential Information
The receiving party agrees to protect the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
The receiving party shall not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except as provided in this Agreement.
C. Permitted Disclosures
The receiving party may disclose the Confidential Information to its employees, agents, or representatives who have a need to know the information for the purposes of evaluating or engaging in discussions concerning a potential business relationship with the disclosing party, provided that such employees, agents, or representatives are bound by written obligations of confidentiality and non-use at least as restrictive as those set forth in this Agreement.
III. Term and Termination
A. Term
This Agreement shall commence on the date first written above and shall continue until terminated by either party upon thirty (30) days written notice to the other party.
B. Obligations Upon Termination
Upon termination of this Agreement, the receiving party shall:
1.1. Cease all use of the Confidential Information;
1.2. Return to the disclosing party or destroy all Confidential Information in its possession, including all copies and extracts thereof, and certify in writing to the disclosing party that it has complied with these obligations.
The obligations of confidentiality and non-use with respect to Confidential Information disclosed under this Agreement shall survive the termination of this Agreement for a period of five (5) years.
IV. Miscellaneous
A. No License
Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, to the receiving party to any intellectual property or Confidential Information disclosed by the disclosing party.
B. No Warranty
All Confidential Information is provided "as is." The disclosing party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any Confidential Information disclosed hereunder.
C. 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.
D. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter.
E. Amendments
This Agreement may not be amended or modified except by a written agreement signed by both parties.
F. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
G. Waiver
No waiver of any term or condition of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other term or condition hereof.
H. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but 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 date first above written.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
[Your Partner Company Name]
Name: [Partner Name]
Title: [Partner Title]
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