Sales NDA for Contractual Information

I. THIS AGREEMENT

This Non-Disclosure Agreement (“Agreement”), effective as of [Effective Date], is entered into by and between [Disclosing Party] with its principal address at [Disclosing Party Address], referred to as “the Disclosing Party”, and the receiving party specified herein, with its principal office at [Your Company Address], referred to as “the Receiving Party”. Both the Disclosing Party and the Receiving Party shall be hereinafter referred to collectively as "the Parties".

II. DEFINITION OF CONFIDENTIAL INFORMATION

For the purpose of this Agreement, "Confidential Information" shall include, but not be restricted to, any and all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged or contemplates engaging and the unauthorized disclosure of which could be detrimental to the interests of Disclosing Party's information not generally known to the public, including, without limitation:

• Patents, copyrights, trademarks;

• Proprietary technology, processes, and trade secrets;

• Marketing plans, financial information, and business strategies;

• Customer lists and vendor information.

III. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Notwithstanding the above, Confidential Information shall not include:

1. Information already known or independently developed by the Receiving Party.

2. Information in the public domain through no wrongful act of the Receiving Party.

3. Information received by the Receiving Party from a third party without restriction and without breach of an obligation of confidence.

IV. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall keep confidential and shall not disclose or use any Confidential Information received from the Disclosing Party without the prior written consent of the Disclosing Party. The Receiving Party shall use the same degree of care utilized to protect its own confidential information but in no case using less than a reasonable degree of care. The Receiving Party may disclose Confidential Information to its employees, directors, agents and subcontractors who need to know such information for the purpose of carrying out its obligations under any agreement with the Disclosing Party..

V. DURATION OF CONFIDENTIALITY

The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Receiving Party under this Agreement and any obligations to provide notices under this Agreement will be effective for the term of [DURATION], from the Effective Date of this Agreement.

VI. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in [Jurisdiction] according to the arbitration rules of [Arbitration Entity] in force at the time of the arbitration, in English.

VII. SIGNATURES

IN WITNESS WHEREOF, the Disclosing Party and the Receiving Party execute this Non-Disclosure Agreement as of the Effective Date:

[Disclosing Party]
[Title]
[Date]

[Receiving Party]
[Title]

[Date]

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