Marketing Third-party Analytics NDA

This Marketing Third-Party Analytics Non-Disclosure Agreement (the "Agreement") is entered into on November 12, 2050, the “Effective Date,” by and between [Your Company Name], a [Your Company's Legal Structure] located at [Address] ("Disclosing Party"), and [Third-Party Analytics Provider's Name], a [Third-Party Analytics Provider's Legal Structure] located at [Third-Party Analytics Provider's Address] ("Receiving Party"). Collectively, the Disclosing Party and the Receiving Party may be referred to as the "Parties."

WHEREAS, the Disclosing Party may disclose certain confidential information related to its marketing strategies, data, and analytics, and the Receiving Party may access and receive such confidential information;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1. "Disclosing Party" refers to [Your Company Name].

1.2. "Receiving Party" refers to [Third-Party Analytics Provider's Name].

1.3. "Confidential Information" refers to all non-public information, including, but not limited to, marketing strategies, data, analytics, reports, and other proprietary information disclosed by the Disclosing Party to the Receiving Party.

2. NON-DISCLOSURE OBLIGATION

2.1. Non-Disclosure. 

The Receiving Party agrees not to disclose, reproduce, transmit, or use the Confidential Information for any purpose other than the performance of services or obligations under this Agreement, without the prior written consent of the Disclosing Party.

2.2. Limited Use. 

The Receiving Party shall use the Confidential Information solely for the purpose of providing analytics services to the Disclosing Party.

2.3. Protection. 

The Receiving Party agrees to take all reasonable measures to protect the Confidential Information, including but not limited to implementing security measures and access controls to prevent unauthorized access, disclosure, or use of the Confidential Information.

3. PERMITTED DISCLOSURES

3.1. Exceptions. 

The obligations of confidentiality under this Agreement shall not apply to information that is:

3.1.1. Already known to the Receiving Party at the time of disclosure without an obligation of confidentiality;

3.1.2. Publicly available or becomes publicly available without a breach of this Agreement;

3.1.3. Independently developed by the Receiving Party without reference to or use of the Confidential Information;

3.1.4. Required to be disclosed by law, regulation, or a valid court order; provided that the Receiving Party shall promptly notify the Disclosing Party to allow for a reasonable opportunity to contest such disclosure.

4. TERM AND TERMINATION

4.1. Term. 

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party upon written notice.

4.2. Return of Confidential Information. 

Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, notes, or summaries thereof.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State].

IN WITNESS WHEREOF, the Parties hereto have executed this Marketing Third-Party Analytics Non-Disclosure Agreement as of the date first above written.

[Your Company Name]

By: ______________________________

[Your Name]

[Your Position]

[Insert Date]

[Third-Party Analytics Provider's Name]

By: ______________________________

[Third-Party Analytics Provider's Name

[Provider's Title]

[Insert Date]

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