Free Bookkeeping Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Month Day, Year] ("Effective Date") between [Your Company Name], a business entity with its principal place of business at [Your Company Address] ("Disclosing Party"), and [Your Partner Company Name], a business entity with its principal place of business at [Your Partner Company Address] ("Receiving Party"). Together, the parties agree as follows:

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information related to its business operations, products, services, and strategies;

WHEREAS, the Receiving Party desires to receive certain confidential information from the Disclosing Party for the purpose of evaluating a potential business relationship, project, or transaction;

WHEREAS, both parties desire to protect the confidentiality of the Disclosing Party's proprietary information and agree to enter into this Agreement to set forth the terms and conditions under which such information will be disclosed and protected;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

I. DEFINITION OF CONFIDENTIAL INFORMATION

1. Confidential Information Defined: "Confidential Information" refers to all data, documents, trade secrets, intellectual property, financial records, business plans, technical specifications, product information, or other information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, and marked as confidential or proprietary.

2. Inclusions: Confidential Information includes, but is not limited to, marketing strategies, pricing information, product designs, customer lists, business forecasts, research, and development plans.

3. Exclusions: Confidential Information does not include information that:

   • Is publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.

   • Was known to the Receiving Party before receiving the information from the Disclosing Party.

   • Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

   • Is disclosed by a third party not bound by confidentiality obligations.

II. OBLIGATIONS OF THE RECEIVING PARTY

1. Use of Information: The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating a potential business relationship or transaction with the Disclosing Party and for no other purpose without prior written consent.

2. Non-Disclosure: The Receiving Party agrees not to disclose the Confidential Information to any third party, except to its employees, agents, or representatives who need to know the information for the purpose of evaluating the business relationship. All such parties must also be bound by confidentiality obligations.

3. Safeguarding Information: The Receiving Party shall take reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure, at least to the same extent it protects its own confidential information.

4. Return or Destruction of Information: Upon the written request of the Disclosing Party, the Receiving Party agrees to promptly return or destroy all Confidential Information, including any copies, and provide a written certification of such destruction, unless required by law to retain certain records.

III. EXCLUSIONS FROM OBLIGATIONS

1. Court or Legal Requirement: If the Receiving Party is required by a court or government agency to disclose any Confidential Information, they must promptly notify the Disclosing Party, allowing them an opportunity to seek a protective order or other appropriate remedy.

2. Permitted Disclosure: Disclosure is permitted if the Disclosing Party provides prior written authorization or if it is necessary to comply with applicable law.

IV. TERM AND TERMINATION

1. Term of Confidentiality: This Agreement is effective as of the date set forth above and will continue for a period of three (3) years unless terminated earlier by written agreement of the parties.

2. Survival of Obligations: The confidentiality obligations under this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) years or until the Confidential Information becomes publicly available through no fault of the Receiving Party.

3. Termination: Either party may terminate this Agreement by providing thirty (30) days' written notice. Termination shall not affect the obligations with respect to Confidential Information previously disclosed.

V. INTELLECTUAL PROPERTY RIGHTS

1. No Transfer of Rights: All intellectual property rights, including copyrights, trademarks, patents, and trade secrets, remain the exclusive property of the Disclosing Party.

2. No License: Nothing in this Agreement grants the Receiving Party any rights or licenses to use the Confidential Information except as expressly provided in this Agreement.

VI. REMEDIES AND INJUNCTIVE RELIEF

1. Breach of Agreement: In the event of a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party may seek injunctive relief to prevent further disclosure of the Confidential Information.

2. Legal Remedies: The Disclosing Party may pursue all available legal remedies, including damages, for any breach of this Agreement, in addition to seeking injunctive relief.

VII. MISCELLANEOUS PROVISIONS

1. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

2. Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior communications, understandings, and agreements.

3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

4. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State's Arbitration.

5. Assignment: Neither party may assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the other party.

By signing below, the parties acknowledge that they have read and understood the terms of this Agreement and agree to be bound by its terms.

Disclosing Party:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Receiving Party:

[Name]

[Job Title]

[Your Partner Company Name]

[Month Day, Year]

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