Brand Confidentiality Agreement
This Brand Confidentiality Agreement (the "Agreement") is entered into as of [Date], by and between [Your Company Name], a corporation organized and existing under the laws of the State of [State], with its principal office located at [Your Company Address], and [Second Party Company Name], a corporation organized and existing under the laws of the State of [State], with its principal office located at [Second Party Company Address].
I. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
"Confidential Information" refers to all non-public information, including but not limited to business strategies, customer lists, marketing materials, brand logos, trademarks, product specifications, and any other proprietary information disclosed by [Your Company Name].
"Receiving Party" refers to the party receiving Confidential Information under this Agreement.
"Disclosing Party" refers to the party disclosing Confidential Information under this Agreement.
II. Confidential Information
The Disclosing Party agrees to share with the Receiving Party certain confidential and proprietary information related to its brand, products, and marketing strategies. Confidential Information may include business plans, marketing materials, financial data, customer lists, and intellectual property. The Receiving Party agrees to use it only as stated in this Agreement and to protect it from unauthorized access or disclosure.
III. Obligations of the Receiving Party
The Receiving Party agrees to maintain the confidentiality of all Confidential Information provided and to take all necessary steps to safeguard it from unauthorized use or disclosure. The Receiving Party agrees to use the Confidential Information only as permitted in writing by the Disclosing Party and not to disclose it to third parties without their written consent.
IV. Exceptions to Confidentiality
The confidentiality obligations set forth herein shall not apply to information that: (i) is already publicly available through no fault of the Receiving Party; (ii) is lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iii) is required to be disclosed by law or court order, provided that the Receiving Party promptly notifies the Disclosing Party to allow it to seek protective measures.
V. Duration of Confidentiality Obligations
The confidentiality obligations of the Receiving Party shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information, unless a shorter or longer period is agreed to in writing by the parties. Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information in its possession, as per the instructions of the Disclosing Party.
VI. Consequences of Breach
In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and/or claim damages, including but not limited to any actual losses and any consequential or punitive damages resulting from the unauthorized disclosure or use of Confidential Information. The Receiving Party acknowledges that a breach could cause irreparable harm to the Disclosing Party, for which monetary damages may not be a sufficient remedy.
VII. General Provisions
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
Dispute Resolution: Any disputes arising from this Agreement shall be resolved through binding arbitration in [City, State].
Force Majeure: Neither party shall be liable for failure to perform its obligations due to unforeseen events beyond its reasonable control.
Amendments: This Agreement may be amended only in writing, signed by both parties.
Signature
By signing below, both parties agree to the terms and conditions set forth in this Brand Confidentiality Agreement.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
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