Sales NDA for Multi-Party Deal Discussions
Sales NDA for Multi-Party Deal Discussions
THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and 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 Name], in the capacity of [Your Title], hereinafter referred to as the "Disclosing Party";
AND
The undersigned parties interested in engaging in multi-party deal discussions, each herein represented by their authorized representatives, hereinafter collectively referred to as the "Receiving Parties".
WHEREAS, the Disclosing Party possesses confidential and proprietary information related to sales, marketing, and other business matters;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
1. Purpose of the Agreement
The primary objective of this Agreement is to facilitate a comprehensive evaluation by the Receiving Parties of specific confidential and proprietary information, hereinafter referred to as "Confidential Information," which will be disclosed by the Disclosing Party. This evaluation is intended to explore the feasibility and potential terms of a multi-party business arrangement or transaction that may be entered into by the parties. Both the Disclosing and Receiving Parties acknowledge that the sharing of this Confidential Information is essential for conducting due diligence and informed negotiations, and thus agree to abide by the terms and conditions outlined herein for the protection of said information.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" shall encompass a broad range of sensitive and proprietary information that is integral to the business operations of the Disclosing Party. This includes, but is not limited to, trade secrets, intellectual property, business models, operational methodologies, business plans, financial statements and forecasts, marketing strategies, customer lists, vendor relationships, and other data that holds intrinsic or potential commercial value. Such Confidential Information may be communicated or expressed in various forms, including oral, written, electronic, or other tangible or intangible formats. The Receiving Parties understand that this Confidential Information is being disclosed in trust and confidence, and agree to treat it with the highest degree of care and discretion, in accordance with the terms and conditions specified in this Agreement.
3. Non-Disclosure and Non-Use Obligations
3.1 The Receiving Parties expressly agree that they will not disclose, disseminate, or use the Confidential Information provided by the Disclosing Party for any purpose other than the specific business evaluation or transaction described in this Agreement. Any unauthorized use or disclosure of said Confidential Information is strictly prohibited and could result in severe penalties as described further in this Agreement.
3.2 The Receiving Parties are obligated to employ all reasonable measures to ensure the confidentiality and secrecy of the Disclosing Party's Confidential Information. These measures include, but are not limited to, the secure storage and handling of documents, limited access to authorized personnel only, and the use of encrypted channels for electronic communication containing Confidential Information. Failure to take such measures will be considered a breach of this Agreement and could expose the Receiving Parties to legal liability.
4. Exclusions
Notwithstanding the foregoing provisions, the term "Confidential Information" as used in this Agreement shall not include any information that: (i) is or becomes publicly available through no fault of the Receiving Parties; (ii) was already in the possession of the Receiving Parties prior to the disclosure by the Disclosing Party and was not subject to any pre-existing confidentiality obligations; or (iii) is lawfully obtained from a third party who has the right to make such disclosure. Should the Receiving Parties wish to assert an exclusion, it shall be their burden to demonstrate that one or more of these exclusions apply
5. Term and Termination
This Non-Disclosure Agreement ("Agreement") shall come into effect on [Month Day, Year] ("Effective Date") and shall continue in full force and effect for a period of [0] years from the Effective Date ("Term"), unless otherwise terminated by either party. Either party may terminate this Agreement prior to the expiration of the Term by providing written notice of such intention to the other party. Upon termination or expiration of this Agreement for any reason, the Receiving Parties are obligated to return or destroy, at the Disclosing Party's discretion, all copies of Confidential Information in their possession or control. The obligations concerning confidentiality and non-disclosure shall survive the termination or expiration of this Agreement for a period of [0] years following the termination or expiration date.
6. Return or Destruction of Confidential Information
Upon the termination or expiration of this Agreement, or at any time upon the request of the Disclosing Party, the Receiving Parties shall promptly return to the Disclosing Party all copies, both original and duplicate, of the Disclosing Party's Confidential Information, or, at the Disclosing Party's discretion, securely destroy such Confidential Information. Such return or destruction shall be confirmed in writing by an authorized representative of the Receiving Parties to the Disclosing Party within [0] days of the termination, expiration, or request. The Receiving Parties further agree to erase all digital copies of the Confidential Information from any computer systems or data storage services, ensuring that no retrievable copy of the Confidential Information remains. The obligation to return or destroy Confidential Information shall extend to all forms of media on which such information is stored.
7. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of [State/Country], without regard to its conflict of law principles. Both parties agree that any legal action, suit, or proceeding arising out of or relating to this Agreement will be instituted exclusively in the federal or state courts located in the State of [State/Country]. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection it may have now or hereafter to venue or to convenience of forum.
8. Amendments
Any amendments, modifications, or changes to this Agreement must be made in writing and signed by all parties involved. Such written amendments shall become effective only upon mutual agreement and consent, and once they are signed and dated by the authorized representatives of all parties. No oral amendments or modifications will be effective. This ensures that the integrity of the Agreement is maintained throughout its term.
IN WITNESS WHEREOF, the parties have executed this Sales Non-Disclosure Agreement for Multi-Party Deal Discussions as of the date first above written.
[Your Name and Signature]
[Your Title]
[Month Day, Year]
[Names and Signatures of Receiving Parties' Representatives]
[Month Day, Year]
