Marketing Trademark NDA
Marketing Trademark NDA
Disclosing Party:
[Your Company Name]
Address: [Your Company Address]
Email: [Your Company Email]
Phone Number: [Your Company Number]
Receiving Party:
[Receiving Party's Company Name]
[Receiving Party's Company Address]
[Receiving Party's Company Email]
[Receiving Party's Company Number]
Hereinafter referred to collectively as the "Parties."
I. Purpose
The purpose of this Agreement is to facilitate the exchange of confidential information between the Disclosing Party, [Your Company Name], and the Receiving Party, [Receiving Party's Company Name]. The parties intend to explore potential collaborative efforts or a business relationship that may involve the sharing of sensitive marketing and trademark information. This Agreement is essential to safeguard the confidentiality of such information to prevent unauthorized use or disclosure. It serves as a legally binding commitment to protect the interests of both parties and maintain the integrity of the shared information.
II. Definition of Confidential Information
A. Confidential Information
"Confidential Information" refers to any data, documents, materials, or knowledge disclosed by the Disclosing Party that is considered sensitive and not intended for public knowledge. This includes but is not limited to marketing strategies, customer data, trademark designs, and proprietary business plans. Both parties acknowledge that the Confidential Information is valuable and warrants protection from unauthorized access or disclosure.
B. Exclusions
Information that is publicly available, received from third parties without confidentiality obligations, pre-existing knowledge, or independently developed by the Receiving Party is not considered Confidential Information under this Agreement. These exclusions ensure that only genuinely sensitive information is subject to the non-disclosure obligations outlined in this Agreement.
III. Non-Disclosure Obligations
A. Protection of Confidential Information
The Receiving Party commits to maintaining the utmost confidentiality and security of the Confidential Information provided by the Disclosing Party. This includes taking reasonable measures to prevent unauthorized access, use, or disclosure of the information. Such protective measures may include password protection, restricted access, and limiting the dissemination of the information only to those employees or representatives who have a legitimate need to know.
B. Limited Use
The Receiving Party agrees to use the Confidential Information solely for the specific purpose described in Section 1 of this Agreement. This means that any information received will be utilized exclusively for the purpose of exploring potential collaborations or business ventures as agreed upon by both parties. Any other use of the Confidential Information requires the prior written consent of the Disclosing Party.
IV. Non-Disclosure Period
The duration for which the non-disclosure obligations remain in effect is critical to this Agreement. Both parties agree that the protection of Confidential Information should endure for a specified period after the Effective Date. In this case, the duration is set at 5 years to ensure that the information remains confidential for an adequate length of time. This commitment to confidentiality extends beyond the termination of any potential collaboration or business relationship, safeguarding the information's value and integrity.
V. Return or Destruction of Information
Upon the Disclosing Party's request or upon the termination of this Agreement, the Receiving Party is obligated to promptly return all physical copies of the Confidential Information and, if applicable, permanently delete any electronic versions. This ensures that the Disclosing Party retains full control over its proprietary information and prevents any future unauthorized use or disclosure.
VI. Ownership
The ownership clause emphasizes that all rights, title, and interest in and to the Confidential Information remain with the Disclosing Party [Your Company Name]. This underscores that while the Receiving Party may have access to the information for the defined purpose, they do not acquire any ownership or rights to the information. This clause reinforces the Disclosing Party's control over its intellectual property.
VII. Remedies
In the event of a breach of this Agreement, the Disclosing Party has the right to seek remedies to protect its interests. This includes seeking equitable relief, such as injunctions, in addition to any other legal remedies available under the applicable laws. The inclusion of this provision serves as a deterrent against potential breaches and provides a means for swift action should a breach occur.
VIII. Governing Law
The choice of governing law is crucial for the resolution of any disputes related to this Agreement. Both parties agree that the laws of the State of Pennsylvania will govern this Agreement. This choice ensures that any legal matters arising from this Agreement will be adjudicated in accordance with the laws of the specified jurisdiction, promoting clarity and consistency in legal proceedings.
IX. Entire Agreement
It supersedes all prior discussions, negotiations, and agreements, whether written or oral. This provision prevents any misunderstandings or disputes arising from prior verbal agreements and ensures that the terms of this written Agreement take precedence.
X. Execution
The execution clause indicates that this Agreement may be executed in multiple counterparts, meaning that both parties can sign separate copies, and each copy will be considered an original. This flexibility in execution simplifies the administrative process while maintaining the Agreement's legal validity.
Disclosing Party:
Signature: ____________________________________
Date: _________________________________________
Receiving Party:
Signature: ____________________________________
Date: _________________________________________
