Sales Presentation Confidentiality NDA
Sales Presentation Confidentiality NDA
This Sales Presentation Confidentiality Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is entered into as of [Insert Date], by and between [Your Company Name], with its principal place of business located at [Your Company Address] (hereinafter referred to as the "Disclosing Party"), and [Other Company Name], with its principal place of business located at [Other Company Address] (hereinafter referred to as the "Receiving Party").
WHEREAS, the Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party;
WHEREAS, the Receiving Party is interested in receiving such information for the sole purpose of evaluating the aforementioned potential business dealings with the Disclosing Party;
WHEREAS, both the Disclosing Party and the Receiving Party acknowledge the importance of maintaining the confidentiality of the Disclosing Party's information in order to protect the Disclosing Party's business interests and proprietary rights;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the terms and conditions set forth in this Agreement to ensure the protection and confidentiality of the disclosed information.
I. Definition of Confidential Information
A. For the purposes of this Agreement, "Confidential Information" shall include but not be limited to all information, regardless of whether it is in written, oral, electronic, or other form, which the Disclosing Party discloses to the Receiving Party, including product specifications, business strategies, customer lists, technical processes, formulas, data, know-how, inventions, software, and marketing plans.
B. Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
II. Obligations of the Receiving Party
A. Non-Disclosure: The Receiving Party agrees to keep the Confidential Information confidential and shall not disclose such information to any third party, except as may be necessary for the evaluation of the potential business dealings and with the Disclosing Party's prior written consent.
B. Limited Use: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating the potential business dealings with the Disclosing Party and for no other purpose without the prior written consent of the Disclosing Party.
C. Protection: The Receiving Party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of unauthorized persons. Measures taken shall include the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care.
D. Copies: Any copies or reproductions of Confidential Information must be marked as confidential and will be subject to the same confidentiality provisions as the original information disclosed.
E. Notification: The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with efforts by the Disclosing Party to help regain possession of Confidential Information and prevent its further unauthorized use.
III. Duration of the Agreement
A. Term: This Agreement shall commence on the date it is signed by both parties and shall continue in effect for a period of 3 years from the date of the last disclosure of Confidential Information.
B. Survival of Obligations: The obligation of confidentiality and all other obligations under this Agreement shall survive the termination of this Agreement and shall continue for a period of 5 years following the expiration of the Agreement.
IV. Return or Destruction of Confidential Information
A. Return or Destruction: Upon the termination or expiration of this Agreement, or upon the Disclosing Party's request at any time, the Receiving Party shall promptly return all Confidential Information received from the Disclosing Party, including all copies, notes, or other materials containing or pertaining to the Confidential Information, or certify in writing that all such materials have been destroyed.
B. Certification of Destruction: If the Receiving Party chooses to destroy the Confidential Information, it must provide the Disclosing Party with a written certification confirming the destruction of all materials.
V. Remedies for Breach
A. Acknowledgement of Harm: The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause substantial harm to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for relief, including injunctive relief, as a remedy for any breach or threatened breach of the provisions of this Agreement.
B. Indemnification: The Receiving Party agrees to indemnify the Disclosing Party against any losses, damages, or expenses incurred by the Disclosing Party as a result of the Receiving Party's breach of this Agreement.
VI. General Provisions
A. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
B. Amendment: No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by both parties.
C. Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.
D. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any choice or conflict of law provision.
E. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Signatures
IN WITNESS WHEREOF, the parties have executed this Sales Presentation Confidentiality Non-Disclosure Agreement as of the date first above written.
Disclosing Party
[Your Name]
[Title]
[Date]
Receiving Party
[Name]
[Title]
[Date]
