Sales Lead Information NDA
Sales Lead Information NDA
This Non-Disclosure Agreement (the "Agreement"), effective on [Date], is entered into by and between [Your Company Name], with its address at [Your Company Address], represented by [Your Company Representative Name], [Your Company Representative Title] (hereinafter referred to as the "Disclosing Party"), and [Receiving Party], located at [Receiving Party’s Address], represented by [Receiving Party Representative Name], [Receiving Party Representative Title] (hereinafter referred to as the "Receiving Party"). Collectively, the Disclosing Party and the Receiving Party shall be referred to as the "Parties."
WHEREAS, the Parties are entering into discussions, negotiations, or transactions related to the exchange of sales lead information (the "Purpose") concerning potential business opportunities;
WHEREAS, the Parties acknowledge that such sales lead information may include, but is not limited to, customer lists, contact information, sales strategies, and other proprietary and confidential information;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties agree as follows:
I. Confidential Information
-
The term "Confidential Information" refers to any information, including but not limited to written or oral disclosures, data, business plans, customer lists, trade secrets, and other proprietary information, that is disclosed by the Disclosing Party to the Receiving Party for the Purpose.
-
The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party confidential and to use it only for the Purpose as defined in this Agreement.
II. Non-Disclosure
-
The Receiving Party agrees not to disclose, distribute, or otherwise make the Confidential Information available to any third party without the prior written consent of the Disclosing Party.
-
The Receiving Party shall ensure that its employees, agents, or representatives, who have access to the Confidential Information, also comply with the non-disclosure obligations contained in this Agreement.
III. Exceptions
-
The obligations under this Agreement do not apply to information that is or becomes publicly known through no fault of the Receiving Party, was already known to the Receiving Party prior to disclosure by the Disclosing Party, or is disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality.
-
The Receiving Party may disclose Confidential Information if required by law, court order, or government agency, provided that the Receiving Party shall provide prompt notice to the Disclosing Party to allow them to seek a protective order or other appropriate remedy.
IV. Return of Information
Upon request by the Disclosing Party, or upon termination of the Purpose, the Receiving Party shall promptly return or destroy all documents, electronic records, or other materials containing Confidential Information.
V. Term and Termination
-
This Agreement shall remain in effect for a period of [0] years from the Effective Date unless otherwise terminated by written agreement of the Parties.
-
Either Party may terminate this Agreement with written notice if the other Party breaches any provision of this Agreement.
VI. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the fictional jurisdiction of "Fictional State."
VII. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the Confidential Information and supersedes all prior understandings, oral or written.
VIII. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IX. Notices
All notices and requests related to this Agreement shall be made in writing and delivered to the Parties' respective addresses as listed in the preamble or to such other addresses as may be designated in writing.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.
Disclosing Party
Signature:
[Your Company Representative Name]
[Your Company Representative Title]
[Month Day, Year]
Receiving Party
Signature:
[Receiving Party Representative Name]
[Receiving Party Representative Title]
[Month Day, Year]
