Operations Quality Confidentiality (NDA) Agreement
This Confidentiality Agreement ("Agreement") is made effective as of [Effective Date], by and between [Your Company Name] ("Company"), and [Counterparty Name] ("Counterparty").
1. Confidential Information
1.1 Definition: "Confidential Information" refers to any information disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation. Confidential Information may include, but is not limited to, trade secrets, technical data, financial information, business plans, customer lists, and other proprietary information.
1.2 Exclusions: Information shall not be considered Confidential Information if it is: (a) already known to the receiving party prior to disclosure, (b) independently developed by the receiving party, (c) rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation, or (d) publicly available through no fault of the receiving party.
2. Obligations
2.1 Non-Disclosure: Both parties agree to maintain the confidentiality of the Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing party.
2.2 Use Limitation: The receiving party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall not use it for any other purpose without the disclosing party's prior written consent.
2.3 Protection Measures: The receiving party shall implement reasonable measures to protect the Confidential Information from unauthorized disclosure, including but not limited to those measures that it employs to protect its own confidential information of a similar nature.
3. Term and Termination
3.1 Term: This Agreement shall commence on the Effective Date and continue in effect until terminated by either party upon written notice to the other party.
3.2 Survival: The obligations of confidentiality and non-use set forth in this Agreement shall survive the termination of this Agreement for a period of [insert duration].
4. Miscellaneous
4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
4.2 Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
[Your Company Name]
By:
[Your Company Representative Name]
[Your Company Representative Title]
[Month Day, Year]
[Counterparty Name]
By:
[Counterparty Representative Name]
[Counterparty Representative Title]
[Month Day, Year]
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