Art Gallery Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is made and entered into as of [Month Day, Year] by and between:
[Your Company Name]
[Your Company Address]
[Your Company Number]
[Your Company Email]
(hereinafter referred to as “Gallery”)
AND
[Client/Subscriber/User Name]
[Client/Subscriber/User Address]
[Client/Subscriber/User Number]
[Client/Subscriber/User Email]
(hereinafter referred to as “Recipient”)
1. PURPOSE
The purpose of this Agreement is to protect the confidential and proprietary information exchanged between the Gallery and the Recipient in relation to the following: exhibitions, artworks, artist information, business strategies, financial data, and any other sensitive information (“Confidential Information”) related to the operations of the Gallery.
2. DEFINITION OF CONFIDENTIAL INFORMATION
For the purposes of this Agreement, “Confidential Information” includes, but is not limited to:
All business, financial, and marketing strategies or plans;
Information related to artworks, including but not limited to descriptions, values, provenance, and condition reports;
Personal information about artists and clients;
Exhibition details, including future shows and the identity of artists participating;
Pricing strategies and terms;
Any information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.
3. OBLIGATIONS OF RECIPIENT
The Recipient agrees to:
Maintain the confidentiality of the Confidential Information and to use it solely for the purpose of evaluating or engaging in a business relationship with the Gallery;
Not disclose any Confidential Information to any third parties without the prior written consent of the Gallery;
Take all reasonable precautions to protect the confidentiality of the Confidential Information, at least as protective as the Recipient uses to protect its own confidential information;
Promptly return or destroy all Confidential Information upon the Gallery's request.
4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that:
Is or becomes publicly known through no wrongful act of the Recipient;
Is received from a third party without a breach of any obligation of confidentiality;
Is independently developed by the Recipient without the use of or reference to the Gallery's Confidential Information;
Is disclosed pursuant to a valid court order or subpoena, provided that the Recipient gives the Gallery prompt notice of such order to allow the Gallery to seek a protective order or other appropriate remedy.
5. TERM
This Agreement shall commence on the date first written above and continue for a period of [two (2) years] unless terminated by either party upon thirty (30) days' written notice. The obligations of confidentiality shall survive termination of this Agreement for a period of [three (3) years].
6. NO LICENSE
Nothing in this Agreement is intended to grant any rights to the Recipient under any patent, copyright, or other intellectual property right of the Gallery, nor shall this Agreement grant the Recipient any rights in or to the Confidential Information, except as expressly set forth herein.
7. NO WARRANTY
The Gallery makes no warranty, express or implied, regarding the accuracy or completeness of the Confidential Information provided. The Recipient understands and acknowledges that any use of the Confidential Information is at its own risk.
8. REMEDIES
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Gallery for which monetary damages may be an inadequate remedy. In the event of such a breach, the Gallery shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
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. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
11. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the fullest extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.
12. ASSIGNMENT
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that the Gallery may assign this Agreement to any successor or affiliate.
13. WAIVER
No waiver of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any other provision of this Agreement. Any waiver must be in writing and signed by the party against whom enforcement is sought.
14. NOTICES
All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by a recognized overnight courier to the parties at their respective addresses set forth above or to such other address as either party may designate by notice to the other.
15. SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality Agreement as of the date first above written.
Gallery
[Your Name]
[Title]
[Your Company Name]
Recipient
[Client/Subscriber/User Name]
[Client/Subscriber/User Title]
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