Free Furniture Store Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Month Day, Year] ("Effective Date"), by and between:

[Your Company Name]

A [State] corporation

Located at [Your Company Address]

(Hereinafter referred to as "Disclosing Party")

AND

[Recipient Name]

An individual/company with a business located at [Recipient Address]

(Hereinafter referred to as "Receiving Party")

Both the Disclosing Party and the Receiving Party may collectively be referred to as the "Parties" or individually as a "Party."

The Parties wish to enter into discussions concerning a potential business relationship, or the continuation of an existing business relationship, in which the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party. The Parties agree to protect such information from unauthorized disclosure or use, as set forth in this Agreement.

1. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" shall include, but is not limited to, any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether disclosed orally, in writing, or by other means, including but not limited to:

• Business operations, pricing strategies, marketing plans, and sales tactics related to [Your Company Name]

• Product designs, specifications, prototypes, blueprints, or other proprietary information about furniture, fixtures, or related items

• Customer lists, supplier information, contracts, and purchase orders

• Financial information, including revenue figures, profit margins, and budgets

• Manufacturing processes, technology, or techniques used in furniture creation or production

• Any third-party information that [Your Company Name] has agreed to keep confidential

Confidential Information does not include information that:

1.1 Was in the Receiving Party’s possession prior to disclosure, as proven by written records; 1.2 Is or becomes publicly known through no breach of this Agreement; 1.3 Is received from a third party without any obligation of confidentiality; 1.4 Is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

2. Purpose of Disclosure

The Receiving Party agrees that the Confidential Information shall be used solely for the purpose of evaluating or engaging in discussions regarding a business relationship or transaction with [Furniture Store Name] (the "Purpose"). The Receiving Party shall not use the Confidential Information for any other purpose, including its own business advantage or to compete with the Disclosing Party.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

3.1 Keep all Confidential Information received from the Disclosing Party strictly confidential and use all reasonable precautions to prevent unauthorized access, dissemination, or use of the Confidential Information.

3.2 Disclose Confidential Information only to employees, contractors, agents, or representatives ("Representatives") who need to know such information in connection with the Purpose, provided that such Representatives are subject to confidentiality obligations at least as restrictive as those in this Agreement.

3.3 Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and take all steps necessary to prevent further unauthorized use or disclosure.

3.4 Not copy, reproduce, or distribute any Confidential Information unless explicitly authorized by the Disclosing Party in writing.

4. Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [0] years, unless terminated earlier in accordance with this Agreement.

Notwithstanding the termination of this Agreement, the confidentiality obligations set forth herein shall survive for a period of [number] years after termination or until the Confidential Information is no longer deemed confidential by the Disclosing Party.

5. Return or Destruction of Confidential Information

Upon termination of this Agreement or upon the request of the Disclosing Party, the Receiving Party agrees to promptly:

5.1 Return all Confidential Information, including any copies thereof, to the Disclosing Party; or

5.2 Destroy all copies of the Confidential Information in the Receiving Party’s possession and provide written certification of such destruction.

6. No License

Nothing in this Agreement shall be construed as granting the Receiving Party any rights, by license or otherwise, to any intellectual property, trade secrets, or proprietary rights of the Disclosing Party, except as specifically permitted herein for the Purpose.

7. No Obligation to Enter Into a Business Relationship

The Parties acknowledge and agree that this Agreement does not obligate either Party to enter into any business relationship or transaction, nor does it constitute an offer or commitment to engage in any further negotiations or agreements.

8. Remedies

The Parties agree that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other legal remedies to which it may be entitled.

9. No Warranties

All Confidential Information is provided "as is." The Disclosing Party makes no warranties, express or implied, as to the accuracy, reliability, or completeness of the Confidential Information. The Disclosing Party shall not be liable for any damage or loss that may result from the Receiving Party’s reliance on or use of the Confidential Information.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [City], [State], and each Party irrevocably submits to the jurisdiction of such courts.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior or contemporaneous communications, agreements, or understandings, whether written or oral, between the Parties regarding the same.

12. Amendments

This Agreement may only be modified or amended by a written agreement executed by both Parties.

13. Waiver

The waiver by either Party of any breach of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement.

14. Assignment

Neither Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party.

15. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the extent necessary to make it valid and enforceable.

16. Notices

All notices or other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, mail, or electronic mail to the Parties at the addresses set forth below:

Disclosing Party:

• [Your Company Name]

• [Your Company Address]

• [Your Company Email]

Receiving Party:

• [Receiving Party Name]

• [Address]

• [Email Address]

17. Counterparts

This Agreement may be executed in one or more 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 have executed this Agreement as of the Effective Date.

Disclosing Party:

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

Receiving Party:

[Recipient Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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