Non-Disclosure Agreement for Distributors
This Non-Disclosure Agreement ("Agreement") is made and entered into on January 1, 2050, by and between [Your Company Name], a company organized and existing under the laws of Indiana, with its principal office at [Your Company Address] ("Disclosing Party"), and SteelEagle, a distributor company with its business located at Indianapolis, IN 46201, represented by Philip Mitchell, ("Receiving Party").
The parties have agreed to enter into discussions concerning a potential distribution arrangement, during which certain confidential and proprietary information may be disclosed. This Agreement outlines the terms under which the Receiving Party agrees to protect such information.
I. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" refers to any non-public information, whether oral, written, or electronic, provided by the Disclosing Party to the Receiving Party, that is designated as confidential or is of such a nature that a reasonable person would understand the information to be confidential, including but not limited to:
Business strategies, forecasts, and financial data
Sales and marketing plans, pricing models, and customer lists
Product designs, specifications, and manufacturing processes
Software, inventions, trade secrets, and intellectual property
Agreements, contracts, and partnership details
Confidential Information excludes any information that is:
Publicly available or becomes publicly available without a breach of this Agreement
Independently created by the Receiving Party without using the Confidential Information.
Rightfully obtained from a third party who is not under an obligation of confidentiality
II. Responsibilities of the Receiving Party
1. Confidentiality
The Receiving Party agrees to maintain the strict confidentiality of the Confidential Information, taking all necessary steps to prevent unauthorized disclosure or use of such information.
2. Limited Use of Information
The Confidential Information shall be used solely for the purpose of evaluating, negotiating, or performing the distribution agreement between the parties. The Receiving Party agrees not to use the Confidential Information for any other purpose, including personal or competitive advantage.
3. Protection of Confidential Information
The Receiving Party agrees to protect the Confidential Information using the same degree of care as they would use to protect their own confidential information, and no less than reasonable care.
III. Duration of Confidentiality
The obligations regarding confidentiality shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information, or until such time as the information no longer qualifies as confidential under the terms of this Agreement.
IV. Return or Destruction of Confidential Information
Upon request of the Disclosing Party, or upon termination of the distribution relationship, the Receiving Party agrees to return or destroy all Confidential Information, including any copies, documents, and materials containing such information, whether in physical or electronic form.
V. Ownership and License
No rights or licenses are granted to the Receiving Party under any patent, trademark, copyright, or other intellectual property rights by virtue of this Agreement. The Disclosing Party retains all ownership rights, title, and interest in and to the Confidential Information.
VI. Legal and Regulatory Compliance
In the event that the Receiving Party is required by law or regulation to disclose any Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing, to allow for the opportunity to seek protective measures or other remedies to limit such disclosure.
VII. Breach and Remedies
The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information would cause immediate and irreparable harm to the Disclosing Party, for which monetary damages may be insufficient. In such event, the Disclosing Party shall be entitled to seek immediate injunctive relief, in addition to any other available legal remedies.
VIII. Governing Law
This Agreement will be governed by, and construed in accordance with, the laws of the State of Indiana. Any disputes arising from this Agreement shall be resolved in the courts located within Indiana, and the parties agree to submit to the jurisdiction of such courts.
IX. Miscellaneous
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all prior discussions, negotiations, or agreements.
2. Modifications
Any amendments or modifications to this Agreement must be in writing and signed by both parties to be valid.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement will remain in full force and effect.
X. Signatures
By signing below, the parties affirm that they have read, understood, and agree to the terms and conditions of this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Operations Officer
For the Receiving Party:
Name: Philip Mitchell
Title: Distributor
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