Sales Proposal Confidentiality NDA

This Sales Proposal Confidentiality Non-Disclosure Agreement (the "Agreement") is made and entered into on this October 25, 2050, by and between:

[Your Company Name]

("Disclosing Party")

and

[Your Partner Company Name / Second Party]

("Receiving Party")

(collectively referred to as the "Parties").

WHEREAS, the Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party in connection with discussions or negotiations regarding a potential business transaction, including but not limited to sales proposals, financial data, customer lists, business plans, pricing strategies, and other information (the "Confidential Information");

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

I. Confidential Information

The term "Confidential Information" shall mean any information or materials, in tangible or intangible form, that are disclosed by the Disclosing Party to the Receiving Party during the course of discussions and negotiations related to the potential business transaction.

II. Obligation Of Confidentiality

The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose or use the Confidential Information for any purpose other than in connection with the potential business transaction discussed between the Parties.

III. Exceptions

The obligations of confidentiality and non-use shall not apply to any part of the Confidential Information that the Receiving Party can demonstrate:

• Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party.

• Was in the Receiving Party's possession or known to the Receiving Party prior to the disclosure by the Disclosing Party, as evidenced by written records.

• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

• Is lawfully obtained from a third party who has the right to make such disclosure.

IV. Duration Of Confidentiality

The Receiving Party's obligations under this Agreement shall continue for a period of five years from the date of disclosure of each specific piece of Confidential Information.

V. Consequences Of Breach

The Parties agree that a breach of this Agreement may result in irreparable harm, and in the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies.

VI. Legal Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], and any legal action or proceedings relating to this Agreement shall be exclusively brought in the state or federal courts located within New York. The Parties hereby consent to the personal jurisdiction of such courts.

IN WITNESS WHEREOF, the Parties hereto have executed this Sales Proposal Confidentiality Non-Disclosure Agreement as of the date first above written.

[Your Company Name]

[Your Name]

Sales Supervisor

Date: October 25, 2050

[Your Partner Company Name / Second Party]

Chief Executive Officer

Date: October 25, 2050

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