Sales Branding & Lead Generation NDA
Sales Branding & Lead Generation NDA
This Non-Disclosure Agreement ("Agreement") is entered into this [Month, Day, Year],
BETWEEN:
[Your Company Name], a corporation duly incorporated under the laws of [State/Country], having its principal place of business at [Your Company Address], herein represented by [Your Company Representative's Name], in the capacity of [Your Company Representative's Position].
AND
[Partner Company Name], an entity duly organized and existing under the laws of [State/Country], with its registered address at [Partner Company Email], herein represented by [Partner Company Representative's Name], in the capacity of [Job Title], hereinafter referred to as the "Receiving Party";
WHEREAS, the Disclosing Party desires to disclose certain confidential information related to Sales Branding and Lead Generation to the Receiving Party to evaluate a potential business relationship;
AND WHEREAS, the Receiving Party possesses the expertise and capability to evaluate such confidential information for such a potential business relationship;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
I. Purpose
The primary aim of this Non-Disclosure Agreement is to facilitate the secure and confidential exchange of valuable information between the Disclosing Party and the Receiving Party. The Disclosing Party intends to disclose specific confidential information to the Receiving Party for the express purpose of evaluating and potentially engaging in a collaborative relationship concerning Sales Branding and lead Generation initiatives. These initiatives may encompass but are not limited to, strategies, plans, projects, and operational methods that the Disclosing Party considers proprietary and confidential. By entering into this Agreement, both parties acknowledge the sensitive nature of the information to be disclosed and express their mutual intent to maintain the confidentiality of said information by the terms and conditions laid out in subsequent sections of this Agreement.
II. Definition of Confidential Information
For this Non-Disclosure Agreement, the term "Confidential Information" shall refer to any non-public information, data, documents, plans, or other material that is disclosed or made accessible by the Disclosing Party to the Receiving Party under the context of this Agreement. This encompasses, but is not limited to, sales strategies, customer lists, marketing plans, branding initiatives, lead generation tactics, proprietary algorithms, financial data, trade secrets, intellectual property, internal processes, organizational structures, and any other information, whether oral, written, electronic, or in any other form, that is designated as "confidential" at the time of disclosure or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential. Both parties agree that Confidential Information does not include any information that is already publicly available, already in the possession of the Receiving Party before the disclosure, or information that is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
III. Obligations of Receiving Party
The Receiving Party hereby acknowledges and agrees to adhere to the following obligations concerning the treatment of the Confidential Information disclosed under this Agreement:
A. Maintain all Confidential Information in Strict Confidence:
The Receiving Party agrees to maintain all Confidential Information in strict confidence and to take all reasonable measures, at least as stringent as those measures employed for the protection of its confidential information, to prevent unauthorized disclosure or reproduction of the Confidential Information. This includes, but is not limited to, safeguarding the Confidential Information by restricting access to only those employees, agents, or contractors of the Receiving Party who need to know such information for the Purpose outlined in this Agreement, and who are similarly bound by confidentiality obligations.
B. Not Disclose the Confidential Information to Any Third Parties:
The Receiving Party shall not, under any circumstance, disclose, disseminate, or share the Confidential Information to any third party or external entity, without the prior written consent of the Disclosing Party. Should the Receiving Party be legally compelled to disclose any of the Confidential Information, the Receiving Party agrees to provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy to protect its interests.
C. Not Use the Confidential Information for Any Purpose Other Than the Purpose Set Forth Herein:
The Receiving Party agrees to use the Confidential Information solely for the specific purpose of exploring and, if applicable, developing a business relationship in the field of Sales Branding and Lead Generation, as originally intended and explicitly stated in this Agreement. The Receiving Party agrees not to use the Confidential Information for any other purpose that may be detrimental to the Disclosing Party or provide an unfair advantage to any third party.
By adhering to these obligations, the Receiving Party recognizes the sensitive and proprietary nature of the Confidential Information and acknowledges that any breach of these terms could result in irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Therefore, the Receiving Party understands that the Disclosing Party shall be entitled to seek injunctive relief for any breach of this Agreement, in addition to any other remedies that may be available.
IV. Exceptions
For clarity and the avoidance of any doubt, the term "Confidential Information," as used in this Agreement, shall not include the following categories of information:
A. Publicly Known Information:
Confidential Information shall not encompass any information that, at the time of disclosure by the Disclosing Party, is already in the public domain. This exclusion applies to information that has been publicly disseminated through means such as publications, public speeches, widely available media platforms, or other mechanisms that make the information accessible to the general public. It should be noted that information merely becoming publicly known after its disclosure to the Receiving Party does not automatically exclude it from being considered Confidential Information unless it enters the public domain through no fault of the Receiving Party.
B. Independently Developed Information:
Confidential Information shall not include any data, facts, knowledge, or methodologies that the Receiving Party can demonstrate were independently developed without the use, reference to, or reliance upon any of the Disclosing Party's Confidential Information. To qualify under this exception, the Receiving Party must provide credible evidence, such as documentation, time-stamped files, or other verifiable means, to show that the information in question was developed through its independent efforts and resources, and not as a result of any exposure to or use of the Confidential Information disclosed by the Disclosing Party.
By clearly defining these exceptions, the Agreement aims to ensure that both parties understand the scope and limitations of the confidentiality obligations imposed herein and to provide a reasonable and fair framework under which the potential business collaboration can be explored.
V. Termination
This Non-Disclosure Agreement shall remain in effect until the earlier of two possible termination events. The first possible termination event is the public disclosure of the Confidential Information, through means not attributable to a breach by the Receiving Party, thus rendering the need for confidentiality obsolete. The second possible termination event is the expiration of one year from the Effective Date of this Agreement, as specified in the introductory clauses of this document. Should either of these conditions be met, this Agreement shall be considered terminated and both parties will be released from their respective confidentiality obligations outlined herein. Notwithstanding the termination of this Agreement for any reason, it is understood that the obligation not to disclose or misuse Confidential Information that was received during the term of the Agreement shall survive the termination unless the information falls under the exceptions stated in the "Exceptions to Confidential Information" section.
VI. General Provisions
A. Governing Law: This Agreement shall be construed, interpreted, and governed by the laws of the State in which it is executed. Any disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved through the appropriate legal channels within the jurisdiction of said State.
B. Amendment: Any amendments, modifications, or changes to this Agreement shall only be considered valid and binding if they are outlined in writing and duly signed by both the Disclosing Party and the Receiving Party. Oral modifications shall be of no effect and are explicitly not permissible under the terms of this Agreement.
Together, these general provisions ensure that the Agreement is robust and flexible, allowing for changes only when necessary and agreed upon by both parties. They also establish a predefined legal framework for addressing any disputes that may arise, thus adding a layer of security and assurance for both parties involved.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
[Your Company Name]
[Your Company Representative's Name]
[Month, Day, Year]
[Partner Company Name]
[Partner Company Representative's Name]
[Month, Day, Year]
