Professional Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between Zenvent, a corporation duly organized and existing under the laws of the State of California, with its principal office located at Moreno Valley, CA 92551 ("Disclosing Party"), and [Your Company Name], a corporation duly organized and existing under the laws of the State of California, with its principal office located at [Your Company Address] ("Receiving Party"). Collectively referred to as the "Parties."
I. Purpose
The Parties agree that during the course of their discussions and relationship, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating or engaging in a potential business arrangement or partnership ("Purpose").
1.1 Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any data, materials, trade secrets, financial information, business plans, marketing strategies, intellectual property, or other information disclosed by the Disclosing Party to the Receiving Party in any form, whether orally, in writing, or electronically, that is designated as confidential or that should be reasonably understood to be confidential due to the nature of the information.
II. Obligations of the Receiving Party
2.1 Non-Disclosure and Non-Use
The Receiving Party agrees to keep all Confidential Information disclosed by the Disclosing Party confidential and will not disclose such information to any third party without the prior written consent of the Disclosing Party. The Receiving Party further agrees not to use the Confidential Information for any purpose other than the Purpose outlined in Section 1.1.
2.2 Protection of Confidential Information
The Receiving Party agrees to take all necessary precautions to protect the confidentiality of the Confidential Information, including but not limited to limiting access to the information to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.
III. Exclusions from Confidential Information
The obligations of confidentiality and non-use set forth in this Agreement shall not apply to information that:
Was publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party;
Is disclosed to the Receiving Party by a third party who has no obligation of confidentiality with respect to such information;
Was independently developed by the Receiving Party without reference to or reliance upon the Confidential Information;
Is disclosed pursuant to a requirement of law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement to allow the Disclosing Party an opportunity to seek a protective order or otherwise prevent or restrict such disclosure.
IV. Duration of Confidentiality Obligations
The confidentiality and non-disclosure obligations of the Receiving Party shall remain in effect for a period of 5 years from the date of disclosure of the Confidential Information. However, these obligations shall not apply to information that has become publicly available through no fault of the Receiving Party, or to information that was disclosed by the Receiving Party to a third party without breach of this Agreement.
V. Ownership of Confidential Information
All Confidential Information disclosed by the Disclosing Party remains the property of the Disclosing Party. No license, ownership, or rights, other than those expressly provided in this Agreement, are granted by the Disclosing Party to the Receiving Party under this Agreement.
VI. Governing Law
6.1 Governing State Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
6.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be resolved through mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in Moreno Valley, California, under the rules of the American Arbitration Association.
VII. Indemnification
7.1 Indemnity
Each Party agrees to indemnify, defend, and hold harmless the other Party from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or in connection with a breach of this Agreement, including any unauthorized disclosure of Confidential Information.
VIII. Miscellaneous Provisions
8.1 Entire Agreement
This Agreement, along with any amendments, represents the entire understanding between the Parties with respect to its subject matter and supersedes all prior discussions or agreements, whether written or oral.
8.2 Amendment
This Agreement may be amended only by a written agreement signed by both Parties.
8.3 Force Majeure
Neither Party shall be liable for failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, or other events beyond the Parties' control.
IX. Signatures
This Agreement is executed as of the date first written above by the duly authorized representatives of the Parties:
[Your Company Name]
Name: [Your Name]
Date: January 1, 2050
Zenvent
Name: Antonette Cassin
Date: January 1, 2050
For any inquiries or clarifications, please contact [Your Name] at [Your Email], or reach out to [Your Company Name] via email at [Your Company Email].
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