SALES NDA FOR
CONTRACT FINALIZATION

This Non-Disclosure Agreement ("Agreement") is entered into by and between [Your Company Name], a company with its place of business in [Your Company Address], ("Disclosing Party") and [Second Party], a company with its place of business in [Second Party Address], ("Receiving Party"), herein referred to as “Parties”. This Agreement shall be effective as of the first day of [January 2050] ("Effective Date").

I. DEFINITIONS

A. Contract Finalization: This term refers to the process of negotiation and final approval of a legally binding sales contract between the Disclosing Party and the Receiving Party. It encapsulates preliminary drafts, negotiation strategies, discussions, proposed and final contract terms, as well as any relevant supplementary documents.

B. Confidential Information: This term includes, but is not limited to, proprietary data, trade secrets, financial information, pricing structures, business models, customer lists, and other forms of sensitive information exchanged by the Disclosing Party with the Receiving Party.

II. CONFIDENTIAL INFORMATION

Category of Information	Description	Timeframe
Contract Drafts	Includes initial drafts, amended versions, and internal annotations or notes	Until Contract Finalization
Commercial Terms	Terms such as pricing, payment structures, discounts, and other financial considerations	3 Years after Finalization
Negotiation Strategies	Internal deliberations, strategic plans, and tactical choices	2 Years after Finalization
Supplementary Documents	Any addendums, exhibits, schedules, or appendices linked to the contract	Until Contract Finalization
Meeting Records	Audio, video, or written records of negotiations, including emails and internal memos	1 Year after Finalization

III. PURPOSE

The primary objective of this Agreement is to provide a secure framework that governs the exchange of Confidential Information between the Disclosing Party and the Receiving Party during the Contract Finalization process. Both Parties acknowledge that the unauthorized disclosure or misuse of the Confidential Information could lead to irreparable harm and significant loss.

IV. OBLIGATIONS

A. The Receiving Party pledges to maintain in strict confidence all Confidential Information shared by the Disclosing Party. This information may only be used for the agreed-upon purpose stated in this Agreement, namely, Contract Finalization. The Receiving Party shall not, under any circumstances, disclose or disseminate the Confidential Information to third parties without explicit written consent from the Disclosing Party.

B. The Receiving Party shall employ all reasonable protective measures, equivalent to those used to protect its own confidential information, to prevent unauthorized access, disclosure, or theft of the Disclosing Party’s Confidential Information.

C. In the event of any unauthorized disclosure or potential leakage of Confidential Information, the Receiving Party is obligated to promptly notify the Disclosing Party, outlining the nature of the breach and the corrective actions taken to address it.

D. Upon completion of the Contract Finalization or upon the Disclosing Party’s request, the Receiving Party shall immediately return or destroy all copies of the Confidential Information and certify its destruction in writing.

V. EXCLUSIONS

The term "Confidential Information" as stipulated in this Agreement does not extend to information that is:

1. Already in the public domain through no fault or action of the Receiving Party;

2. Discovered independently by the Receiving Party before disclosure under this Agreement; or

3. Obtained from a third party who is not in violation of any obligation of confidentiality.

Such exclusions are intended to foster open dialogue while preserving the integrity of proprietary data.

VI. RETURN OF INFORMATION

Upon the premature termination of discussions and negotiations pertaining to Contract Finalization, the Receiving Party shall promptly return all materials containing Confidential Information to the Disclosing Party or securely destroy said materials. Further, a written certification confirming the return or destruction of all Confidential Information shall be provided by the Receiving Party to the Disclosing Party.

VII. TERMINATION

This Agreement is designed to self-terminate after two (2) years subsequent to the Effective Date, unless there is a written extension mutually agreed upon by both Parties. Upon termination, all obligations concerning the safeguarding and non-disclosure of Confidential Information shall remain in effect as described in this Agreement, unless otherwise stipulated.

VIII. GOVERNING LAW

This Agreement is to be interpreted, governed, and construed under the laws of the jurisdiction where the Disclosing Party is officially registered. Any disputes arising from this Agreement shall be resolved through the legal channels within said jurisdiction.

IX. AMENDMENTS

Any modifications or  alterations to this Agreement will require the written consent of both Parties and must be ratified by the signatures of their authorized representatives. Only then will the changes be considered legally valid, enforceable, and binding.

SIGNATURES

By signing below, both of the Parties have acknowledged their understanding and acceptance of the terms outlined in this Agreement.

Disclosing Party

[Your Name]

[Title]

[Date]

Receiving Party

[Name]

[Title]

[Date]

Sales Templates @ Template.net