Sales Client Proposal NDA
Sales Client Proposal NDA
This Non-Disclosure Agreement ("NDA") is entered into on [Month Day, Year] (the "Effective Date") by and between:
Disclosing Party
Name: [Your Company Name]
Address: [Your Company Address]
Email: [Your Company Email Address]
Phone Number: [Your Company Number]
Website: [Your Company Website]
Receiving Party
Name: [Client Name]
Address: [Client Address]
Email: [Client Email Address]
Phone Number: [Client Number]
Collectively referred to as the "Parties."
WHEREAS, the Disclosing Party and the Receiving Party (collectively, the "Parties") are engaging in discussions and negotiations regarding a potential business relationship (the "Transaction").
WHEREAS, in connection with the Transaction, the Disclosing Party may disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Parties agree as follows:
I. Confidential Information
A. Definition of Confidential Information. For this Agreement, "Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
B. Exclusions from Confidential Information. The term "Confidential Information" does not include information that:
-
Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party.
-
Was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
-
Is received from a third party without breach of any obligation owed to the Disclosing Party.
-
Was independently developed by the Receiving Party without use or access to the Confidential Information.
II. Non-Disclosure Obligations
A. Use of Confidential Information. The Receiving Party agrees that it will not use any Confidential Information for any purpose other than the purpose of evaluating and engaging in discussions concerning the Transaction.
B. Protection of Confidential Information. The Receiving Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
C. No Copying or Reproduction. The Receiving Party shall not copy, reproduce, or duplicate any Confidential Information without the prior written consent of the Disclosing Party.
III. Return of Confidential Information
Upon the written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party all documents, records, or other written, printed, or tangible materials containing any portion of the Confidential Information.
IV. Duration
This Agreement and the Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until October 25, 2055.
V. Miscellaneous
A. Governing Law. This Agreement shall be governed by and construed following the laws of the State of California.
B. Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
VI. Transaction Details
The Parties hereby acknowledge and agree to the following details of the Transaction:
|
Transaction Description |
Date |
Value ($) |
Total Transaction Value: [$00,000]
VII. Confidentiality
The Parties acknowledge that the obligations of non-disclosure and confidentiality as outlined in Section 1 of this Agreement shall continue to apply to the Transaction Details disclosed in this section.
IN WITNESS WHEREOF, the Parties hereto have executed this Sales Client Proposal NDA as of the Effective Date.
Disclosing Party
[Your Company Name]
By: [Your Name]
Title: [Your Position]
Date: [Month Day, Year]
Receiving Party
[Company]
By: [Name]
Title: [Position]
Date: [Month Day, Year]
