B2B Non-Disclosure Agreement
I. INTRODUCTION
This Non-Disclosure Agreement ("Agreement") is entered into on [Date] by and between [Your Company Name], a company incorporated under the laws of [State], with its principal office at [Your Company Address], and [Second Party Company Name], a company incorporated under the laws of [State], with its principal office at [Second Party Company Address] (collectively referred to as the "Parties").
The Parties wish to explore a potential business relationship ("Purpose") and agree to protect the exchange of confidential and proprietary information in accordance with the terms of this Agreement.
II. DEFINITIONS
A. Confidential Information
Any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, technical specifications, trade secrets, customer lists, marketing strategies, and intellectual property.
B. Exclusions
Confidential Information does not include information that:
Is or becomes publicly available without breach of this Agreement.
Was known to the Receiving Party prior to disclosure.
Is independently developed by the Receiving Party without reference to the Disclosing Party's information.
Is lawfully obtained from a third party without restriction.
III. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
Maintain the confidentiality of the Confidential Information.
Restrict disclosure to employees, agents, or subcontractors on a need-to-know basis, provided they are bound by similar confidentiality obligations.
Use the Confidential Information solely for the Purpose.
The Receiving Party shall promptly notify the Disclosing Party of any unauthorized access or disclosure of Confidential Information.
IV. EXCLUSIONS
Disclosure is permitted if required by law, regulation, or court order, provided the Receiving Party:
Gives the Disclosing Party prior written notice (to the extent permitted by law).
Cooperates with the Disclosing Party to seek a protective order or other appropriate remedy.
V. TERM AND DURATION
A. Effectiveness
This Agreement shall become effective on the date first written above and shall remain in effect for a period of [00] years, unless terminated earlier in writing by either Party. Termination of the Agreement does not affect confidentiality obligations incurred during its term.
B. Survival of Obligations
The obligations of confidentiality shall survive for a period of [00] years following the termination or expiration of this Agreement. The Receiving Party remains bound to protect any Confidential Information received during the term of the Agreement.
VI. OWNERSHIP OF INFORMATION
A. Retention of Rights
All Confidential Information disclosed under this Agreement remains the exclusive property of the Disclosing Party. The Receiving Party acknowledges that no ownership rights, licenses, or other intellectual property rights are granted through this Agreement, except as expressly stated.
B. Return or Destruction of Information
Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession. Written certification of destruction may be required by the Disclosing Party.
VII. REMEDIES FOR BREACH
A. Injunctive Relief
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone may be insufficient. In such cases, the Disclosing Party is entitled to seek injunctive relief or specific performance to prevent or remedy the breach.
B. Legal and Financial Consequences
In addition to injunctive relief, the Disclosing Party may pursue monetary damages or any other remedies available under law. The breaching party may also be required to indemnify the non-breaching party for costs, expenses, and losses arising from the breach.
VIII. GOVERNING LAW AND JURISDICTION
A. Applicable Law
This Agreement shall be governed by, and construed in accordance with, the laws of [State], without regard to its conflict of law principles. This ensures that the rights and obligations of the Parties are interpreted consistently with local statutes.
B. Venue for Disputes
Any disputes arising under or related to this Agreement shall be resolved exclusively in the courts of [State]. The Parties consent to the jurisdiction of these courts and waive objections to venue or personal jurisdiction.
IX. MISCELLANEOUS PROVISIONS
A. Entire Agreement
This Agreement represents the entire understanding between the Parties with respect to its subject matter, superseding all prior communications, agreements, or representations. Any additions or amendments must be agreed upon in writing and signed by both Parties.
B. Severability Clause
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The Parties agree to negotiate in good faith to replace any invalid provisions with terms that achieve similar objectives.
C. No Waiver
Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights under the Agreement. All rights and remedies remain cumulative and enforceable.
X. SIGNATURES
By signing below, the Parties agree to the terms of this Agreement and represent that they are authorized to do so on behalf of their respective organizations:
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
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