Salon Non-Disclosure Agreement
Salon Non-Disclosure Agreement
This Salon Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name] located at [Your Company Address] ("Disclosing Party"), and [Recipient Name], residing at [Recipient Address] ("Receiving Party").
WHEREAS, the Disclosing Party wishes to disclose certain proprietary and confidential information to the Receiving Party for the purpose of [Purpose];
WHEREAS, the Receiving Party agrees to receive and use this confidential information solely for the purposes described herein and to maintain the confidentiality of the information pursuant to the terms of this Agreement;
NOW, THEREFORE, the parties agree to be bound by the mutual covenants and conditions contained herein.
I. Definition of Confidential Information
A. Confidential Material: Confidential Information includes all written, electronic, or oral information that the Disclosing Party provides to the Receiving Party, including but not limited to business strategies, marketing plans, client lists, financial documents, operational procedures, and product formulations.
B. Marking of Confidential Information: All tangible materials containing confidential information provided by the Disclosing Party will be clearly marked as "Confidential." Oral disclosures shall be identified as confidential at the time of disclosure and confirmed in writing within 30 days.
II. Purpose of Disclosure
The purpose of disclosing the confidential information is to enable the Receiving Party to evaluate or engage in a potential business relationship with the Disclosing Party, specifically related to [Purpose].
III. Obligations of Receiving Party
A. Maintenance of Confidentiality: The Receiving Party agrees to maintain the confidentiality of the information and to not disclose it to any third party without the prior written consent of the Disclosing Party.
B. Limitations on Use: The Receiving Party will use the confidential information solely in connection with the specified purpose and will not use it for any other purpose without the prior written consent of the Disclosing Party.
C. Protection of Information: The Receiving Party must protect the confidential information with the same degree of care that it uses to protect its own confidential information of a similar nature, but no less than a reasonable degree of care.
D. Access to Information: The Receiving Party will limit access to the confidential information to personnel who need to know the information for the specified purpose and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
IV. Exclusions from Confidential Information
A. Public Knowledge: Information that is already in the public domain or becomes publicly available through no fault of the Receiving Party is not considered confidential under this Agreement.
B. Independent Development: Information that the Receiving Party can demonstrate was independently developed without the use of or reference to the Disclosing Party's confidential information is excluded from the definition of confidential information.
C. Legally Compelled Disclosure: If the Receiving Party is legally compelled by a government body or court of law to disclose any of the Disclosing Party’s confidential information, it may do so without breaching this Agreement provided that it gives the Disclosing Party adequate prior notice to contest such compulsion.
V. Term of Agreement
A. Duration: This Agreement shall commence on the date it is signed by both parties and shall continue in effect until terminated by either party with a written notice of 30 days.
B. Survival of Obligations: Notwithstanding the termination of this Agreement, the obligations of confidentiality shall survive for a period of five years from the date of termination or until the confidential information no longer qualifies as confidential, whichever occurs first.
VI. Return or Destruction of Information
A. Obligation to Return or Destroy: Upon termination of this Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall return or destroy all copies of confidential information received from the Disclosing Party, except as required by law to retain it.
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 containing the confidential information.
VII. Remedies for Breach
A. Injunctive Relief: In the event of a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party is entitled to seek injunctive relief to prevent the breach or to prevent further exposure of its confidential information without demonstrating immediate irreparable harm or the inadequacy of monetary damages.
B. Monetary Damages: Further, the Disclosing Party shall have the right to seek monetary damages in connection with any breach of this Agreement, in addition to any other legal or equitable remedies it may have.
VIII. No License
Nothing in this Agreement grants the Receiving Party any rights in or to the confidential information of the Disclosing Party except as expressly set forth herein. The Receiving Party acknowledges that it does not obtain any intellectual property rights or licenses by virtue of this Agreement.
IX. Miscellaneous Provisions
A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state where the Disclosing Party's salon is located, without regard to its conflict of laws principles.
B. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
C. Amendment: No amendment, modification, or supplement of any provisions of this Agreement shall be valid unless in writing and signed by both parties.
D. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
E. Notice: All notices required or permitted under this Agreement must be in writing, and shall be deemed delivered when delivered in person or deposited in the national mail, postage prepaid, addressed to the appropriate party at the address shown at the beginning of this Agreement.
Signatures
The parties hereto have duly executed this Salon Non-Disclosure Agreement on the dates set forth below:
Disclosing Party
[Name]
[Date]
Receiving Party
[Name]
[Date]
