Non-Disclosure Agreement for Franchisees
This Non-Disclosure Agreement ("Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a corporation incorporated under the laws of Missouri, with its principal office located at [Your Company Address] ("Disclosing Party"), and Anita Wehner, a franchisee with her business located at Kansas City, MO 64101 ("Receiving Party").
This Agreement establishes the terms and conditions under which the Disclosing Party will provide certain confidential and proprietary information to the Receiving Party in the context of evaluating or entering into a franchise relationship.
I. Confidential Information
Confidential Information, as defined in this Agreement, includes but is not limited to:
Business methods, operational processes, and marketing strategies
Proprietary software, training manuals, and product or service specifications
Franchise agreements, sales data, and customer relationships
Financial records, projections, and pricing information
Any other business-related or intellectual property information provided by the Disclosing Party to the Receiving Party.
Confidential Information excludes:
Information that was publicly available at the time of disclosure or that becomes public without a breach of this Agreement
Information that the Receiving Party already knew or had access to prior to receiving it from the Disclosing Party
Information developed independently by the Receiving Party without the use of the Confidential Information
II. Obligations of the Receiving Party
1. Non-Disclosure
The Receiving Party agrees not to disclose or share any Confidential Information with any third party without the prior written consent of the Disclosing Party.
2. Purpose-Driven Use
The Confidential Information shall only be used by the Receiving Party for the purpose of evaluating the potential franchise relationship or for fulfilling any obligations under the franchise agreement.
3. Safeguarding Confidential Information
The Receiving Party will take all necessary steps to protect the confidentiality of the Confidential Information, including securing it from unauthorized access, use, or dissemination.
III. Term of Confidentiality
The confidentiality obligations contained in this Agreement will remain in effect for five (5) years from the date the Confidential Information was disclosed or until the Confidential Information is no longer considered confidential by the Disclosing Party, whichever occurs first.
IV. Return of Confidential Information
Upon the conclusion of the franchise discussions, or upon request by the Disclosing Party, the Receiving Party agrees to immediately return or destroy any Confidential Information, including copies, documents, and files in any form.
V. No Grant of Rights
The Receiving Party acknowledges that no intellectual property rights are granted under this Agreement, nor does the Disclosing Party intend to transfer ownership or rights to any Confidential Information. The Receiving Party only receives the right to use the Confidential Information in connection with the franchise evaluation.
VI. Legal Disclosure Requirements
If the Receiving Party is compelled by law or legal process to disclose any Confidential Information, the Receiving Party agrees to promptly notify the Disclosing Party in writing. This allows the Disclosing Party an opportunity to take appropriate action to protect the confidentiality of the information.
VII. Breach of Agreement
The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information could result in significant harm to the Disclosing Party. In the event of a breach, the Disclosing Party will be entitled to seek injunctive relief and pursue any available remedies, including monetary damages.
VIII. Governing Law
This Agreement will be governed by the laws of the State of Missouri, and any disputes arising from this Agreement will be resolved in the appropriate courts located in Missouri.
IX. General Terms
1. Complete Agreement
This Agreement contains the full understanding between the parties regarding the protection of Confidential Information and supersedes all prior or contemporaneous agreements or understandings.
2. Modification
Any modifications or amendments to this Agreement must be made in writing and signed by both parties to be effective.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in effect.
X. Signatures
By signing below, the parties affirm their understanding and agreement to the terms set forth in this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Franchise Officer
For the Receiving Party:
Name: Anita Wehner
Title: Franchisee
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