Legal Corporate Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made and entered into as of [Month, Day, Year], by and between [Your Company Name], a [State of Incorporation] corporation with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], a [State of Incorporation if applicable] [Corporation/Individual] with its principal place of business located at [Address] ("Receiving Party"), collectively referred to as the "Parties".
1. Purpose
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to the development and commercialization of proprietary software solutions designed to enhance operational efficiency within the logistics and supply chain industry. This includes, but is not limited to, innovative algorithms, software code, user interface designs, customer data, market analysis, and strategic partnership details, which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
2. Proprietary Information
Proprietary Information includes, but is not limited to, any data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by the Disclosing Party. Proprietary Information does not include information that:
(a) is or becomes publicly known through no act or omission of the Receiving Party;
(b) was in the Receiving Party's lawful possession prior to the disclosure;
(c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or
(d) is independently developed by the Receiving Party.
3. Obligations of Receiving Party
The Receiving Party agrees to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information. The Receiving Party agrees not to:
(a) use the Proprietary Information except for evaluating and engaging in discussions concerning a potential business relationship between the Parties, or (b) disclose any Proprietary Information to any party except those of its employees and agents who need to know the information for the purpose of evaluating the potential business relationship and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
4. Non-Disclosure Period
The confidentiality obligations imposed on the Receiving Party under this Agreement shall remain in full force and effect for a period of [specify number] years following the date of the last disclosure of Proprietary Information. This period is chosen to protect the competitive edge and secrecy of the Proprietary Information while also being reasonable to both Parties. During this time, the Receiving Party must continue to adhere to all confidentiality and non-use obligations outlined in this Agreement.
Upon the expiration of this period, or upon written request from the Disclosing Party at any time, the Receiving Party shall either return or destroy all materials containing or derived from the Proprietary Information. The Receiving Party must also destroy any notes, analyses, or other documents that contain or are based on the Proprietary Information, except for archival copies that are kept solely for legal compliance purposes.
5. No License
This Agreement does not grant the Receiving Party any rights in or to the Proprietary Information of the Disclosing Party beyond what is explicitly outlined herein. Specifically, no license, whether express or implied, in any of the Disclosing Party’s intellectual property rights is granted to the Receiving Party. This includes, but is not limited to, patents, trademarks, copyright, trade secrets, and any other form of intellectual property right. The understanding and intent of the Parties are solely to restrict the use and disclosure of the Proprietary Information to the purposes stated within this Agreement and not to transfer any intellectual property rights.
The Receiving Party acknowledges that all Proprietary Information remains the sole property of the Disclosing Party, and any unauthorized use or disclosure may cause irreparable harm and significant injury that may not be adequately compensated by monetary damages alone.
6. Term and Termination
This Agreement will take effect as of the Effective Date and shall remain in effect until the Non-Disclosure Period as defined in Section 4 expires, unless terminated earlier by either Party upon written notice to the other Party. Notwithstanding the foregoing, the Parties may mutually agree in writing to extend the duration of this Agreement if necessary. Furthermore, the obligations of confidentiality shall survive the termination or expiration of this Agreement with respect to the Proprietary Information disclosed during the term of this Agreement.
Upon termination or expiration, the Receiving Party must promptly undertake the obligations to return or destroy all Proprietary Information as stipulated in Section 4. Termination of this Agreement shall not relieve the Receiving Party from its obligations arising prior to such termination or any obligations which are intended by their nature to survive termination, including but not limited to, the obligations of confidentiality and restrictions on use of the Proprietary Information.
7. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles. This Agreement may not be amended except in writing signed by both Parties. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
The Parties have executed this Non-Disclosure Agreement as of the Effective Date first above written.
[Your Company Name]
By:
Name: [Your Name]
Title: [Your Job Title]
Date: [Month, Day, Year]
[Recipient's Name]
By:
Name:
Title:
Date: [Month, Day, Year]
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