Hotel Non-Disclosure Agreement
Hotel Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a [Your State] Corporation with a principal place of business at [Your Company Address] ("Disclosing Party"), and [Your Partner Company Name], a [Partner State] Corporation with a principal place of business at [Your Partner Company Address] ("Receiving Party").
WHEREAS, the Disclosing Party possesses certain sensitive information relating to the business operations, strategies, and clientele of its hotel business that is confidential and proprietary;
WHEREAS, the Disclosing Party agrees to disclose this information to the Receiving Party for the purpose of evaluating potential business collaborations;
WHEREAS, the Receiving Party understands that the information provided by the Disclosing Party is confidential and agrees to restrict its use and disclosure as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. DEFINITIONS
1.1. "Confidential Information" encompasses all information, regardless of its format, that the Disclosing Party shares with the Receiving Party. This includes, but is not limited to, tangible and intangible data such as detailed business operations, client lists which encompass personal and corporate clientele data, internal and external correspondence, notes and internal memos, operational and financial reports, strategic forecasts that predict business trends, comprehensive marketing plans detailing upcoming campaigns, and sensitive financial documents such as profit and loss statements and balance sheets. The scope of Confidential Information extends to all derivatives of such information, created or noted during the period of this Agreement.
1.2. "Purpose" refers specifically to the assessment and examination of potential business collaborations between the Disclosing Party and the Receiving Party. This includes discussions, evaluations, and explorations aimed at establishing joint ventures, partnerships, or other collaborative business arrangements that are intended to mutually benefit both parties through the strategic use of shared information.
2. OBLIGATIONS OF THE RECEIVING PARTY
2.1. The Receiving Party is obligated to maintain all Confidential Information in strictest confidence and to prevent any unauthorized use, disclosure, publication, or dissemination of said information except as expressly permitted by this Agreement. This includes avoiding the disclosure of Confidential Information to any third party without the explicit, prior written consent of the Disclosing Party.
2.2. The Receiving Party agrees to utilize the Confidential Information solely for the defined Purpose. This restricts the Receiving Party from using the Confidential Information for any personal gain or outside the predefined scope of potential business collaborations being evaluated under this Agreement.
2.3. The Receiving Party must implement and maintain reasonable security measures that are adequate to safeguard the Confidential Information from unauthorized access, use, or disclosure. These measures should be comprehensive, including, but not limited to, physical security, computer and network security, and procedural mechanisms.
2.4. Access to the Confidential Information shall be strictly limited to personnel of the Receiving Party who have a direct need to engage with the information in relation to the Purpose. Furthermore, such personnel must be subject to duties of confidentiality that are no less restrictive than those set out in this Agreement.
3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
3.1. The term "Confidential Information" does not include any data or information that is already available in the public domain, provided that the information has not become public as a result of any act or omission by the Receiving Party in breach of this Agreement.
3.2. Information received lawfully from a third party who is not under any obligation of confidentiality and where the Receiving Party has no knowledge of any breach in confidentiality relating to the information is also not considered Confidential under this Agreement.
3.3. Any information independently developed by the Receiving Party without direct or indirect use or reference to the Confidential Information provided by the Disclosing Party will also be considered outside the scope of this Agreement. This includes information developed by individuals who have not accessed the Confidential Information.
4. TERM OF AGREEMENT
4.1. The duration of this Agreement shall commence from the date clearly specified at the beginning of this document and will remain in effect until such time as the Confidential Information disclosed under this Agreement ceases to be confidential. This cessation can occur when the information becomes publicly known through no fault of the Receiving Party, or when the information becomes obsolete. Additionally, either party may opt to terminate this Agreement by providing the other party with a thirty (30) day written notice. The notice must clearly state the intention to terminate and must be delivered in accordance with the stipulated notice requirements outlined in section 5.3 of this Agreement.
5. MISCELLANEOUS
5.1. This Agreement represents the complete and exclusive statement of the mutual understanding between the parties regarding the confidentiality obligations related to the Confidential Information. It effectively supersedes all prior proposals, agreements, representations, and understandings, whether made orally or in writing. This document sets forth the entire and exhaustive terms agreed upon by the parties concerning the subject matter hereof and is intended to provide a comprehensive framework within which the Confidential Information will be handled.
5.2. Any amendments or modifications to this Agreement must be made in writing and require the formal execution by authorized representatives of both parties. Such amendments will only be considered valid when they are documented in a written agreement that is duly signed by both parties, ensuring that all changes are clearly recorded and mutually agreed upon.
5.3. All notices, requests, demands, and other communications under this Agreement must be in writing. Such communications are considered properly delivered when they are personally delivered or sent by certified or registered mail, with postage prepaid and return receipt requested, to the parties at their addresses specified at the beginning of this Agreement or to new addresses that may be designated in writing by the parties during the term of this Agreement. This ensures a verifiable method of delivery and an official record of any communication made pursuant to the terms of this Agreement.
6. RETURN OF MATERIALS
6.1. Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party at any time, the Receiving Party shall promptly return all copies, whether in written, electronic, or other form or media, of the Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such destruction has occurred. This includes all documents, notes, diagrams, and other materials that contain or are derived from the Confidential Information.
6.2. The Receiving Party agrees that all materials and documents that have been furnished by the Disclosing Party are to be treated with utmost confidentiality and shall be returned immediately as they are no longer necessary for the Purpose defined in this Agreement, without retaining any copies or records.
7. DISPUTE RESOLUTION
7.1. In the event of a dispute arising from or related to this Agreement, the parties shall first attempt to resolve the dispute through friendly consultations. If the dispute is not resolved within a reasonable time period, not to exceed thirty (30) days, then either party may request mediation.
7.2. If mediation fails to resolve the dispute, the parties agree to submit the dispute to binding arbitration. The arbitration shall be conducted by a single arbitrator, selected jointly by the parties, and conducted in accordance with the rules of the American Arbitration Association.
7.3. The decision of the arbitrator shall be final and binding on the parties, and any award may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
8. SEVERABILITY
8.1. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole.
8.2. In such instances, the parties agree to amend or replace the invalid or unenforceable provision with one that is valid and enforceable and that achieves, to the extent possible, the original objectives and intent of the original provision.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Ownership and rights to intellectual property remain unaffected by this Agreement. Both parties acknowledge and agree that any intellectual property disclosed during the course of this Agreement remains the sole property of the originating party. This includes, but is not limited to, inventions, designs, processes, patents, copyrights, trademarks, and business secrets inherent to or disclosed by the Disclosing Party.
9.2. The Receiving Party agrees that it shall not claim ownership over, register, or file any patents, copyrights, trademarks, or other intellectual property protections based on the received Confidential Information without prior, express written consent from the Disclosing Party.
9.3. Any modifications, adaptations, or derivatives of the intellectual property related to or arising from the Confidential Information, that are created by the Receiving Party, shall require the explicit permission of the Disclosing Party and shall be subject to the same conditions of confidentiality as the original Confidential Information.
10. NON-COMPETE AND NON-SOLICIT AGREEMENT
10.1. To protect the proprietary interests of the Disclosing Party, the Receiving Party agrees to not directly or indirectly engage in any business activities that compete with the business of the Disclosing Party for a period of [specify duration] following the termination or expiry of this Agreement, within the geographical region where the Disclosing Party operates.
10.2. The Receiving Party further agrees to refrain from soliciting or inducing, or attempting to solicit or induce, any employee, consultant, contractor, or customer/client of the Disclosing Party to terminate their relationship with the Disclosing Party for the duration of this Agreement and for a period of [specify duration] thereafter.
10.3. These restrictions are intended to prevent the unauthorized use of Confidential Information to compete against the Disclosing Party and to protect the Disclosing Party’s business relationships and intellectual property. If any part of this non-compete or non-solicit agreement is found to be overly broad or unenforceable by a court of competent jurisdiction, it is the intent of the parties that such provision shall be modified to be enforceable and to reflect the parties' original intent as closely as possible.
IN WITNESS WHEREOF, the parties to this Agreement, intending to be legally bound by its terms and acknowledging the receipt and adequacy of valuable consideration, have caused this Non-Disclosure Agreement to be executed by their duly authorized representatives. This Agreement takes effect from the date first written above.
Each party warrants that their respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Agreement.
The execution and delivery of this Agreement are deemed to have been made voluntarily and upon a thorough understanding and acceptance of its terms and conditions, which have been negotiated and agreed upon.
Both parties affirm their commitment to adhere to the stipulations outlined herein in the pursuit of mutual business interests and the protection of confidential information as specified.
By:
[Your Name]
[Your Job Title]
[Your Company Name]
Date: [Month Day, Year]
By:
[Your Partner Company Representative Name]
[Job Title]
[Your Partner Company Name]
Date: [Month Day, Year]
