Hotel Business Non-Disclosure Agreement
Hotel Business Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Your Company Address] ("Disclosing Party"), and [Your Contractor Name], with its principal office located at [Your Contractor Address] ("Receiving Party").
WHEREAS, the Disclosing Party agrees to disclose certain proprietary and confidential information ("Confidential Information") to the Receiving Party for the purpose of evaluating a potential business relationship;
WHEREAS, the Receiving Party agrees to receive and use the Confidential Information solely for the aforementioned purpose under the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. Definition of Confidential Information
1.1 The term "Confidential Information" as used in this Agreement encompasses all forms of information that the Disclosing Party provides to the Receiving Party. This includes, but is not limited to, data delivered in written, electronic, or oral formats such as business strategies, marketing plans, customer lists, financial information, software code, designs, drawings, patents, business processes, and proprietary algorithms. Specific examples of Confidential Information might include strategic business plans, operational tactics, pricing strategies, marketing techniques, and methodologies unique to [Your Company Name], which are provided for the sole purpose of facilitating specific discussions or evaluations between the parties.
1.2 Exclusions to Confidential Information are clearly defined to ensure clarity and fairness in handling such data. Confidential Information does not include details that are:
a. already publicly available or subsequently becomes publicly available through no fault of the Receiving Party;
b. rightfully received from a third party who is not bound by a confidentiality agreement;
c. independently developed by the Receiving Party without direct or indirect use or reference to the Disclosing Party’s Confidential Information; or
d. compelled by law to be disclosed, in which case the Receiving Party must provide prompt written notice to the Disclosing Party to allow for the opportunity to contest the disclosure or seek appropriate protective measures.
2. Obligations of the Receiving Party
2.1 The Receiving Party is obligated to maintain the confidentiality of the Confidential Information with the highest degree of care. This involves adopting all reasonable security measures comparable to those used to protect its own most confidential information, which includes restricting access to the Confidential Information to authorized personnel only and implementing physical and electronic security measures to safeguard the information from unauthorized access.
2.2 The Receiving Party is strictly prohibited from disclosing any of the Confidential Information received from the Disclosing Party to any third parties. This non-disclosure obligation extends to ensuring that such Confidential Information is not revealed, published, or otherwise made available to any third party without the prior written consent of the Disclosing Party.
2.3 The usage of Confidential Information by the Receiving Party is expressly limited to the specific purposes related to evaluating or engaging in discussions concerning potential business relationships or collaborations with the Disclosing Party. Any other use of the Confidential Information is not permitted unless expressly authorized in writing by the Disclosing Party.
2.4 Upon termination of this Agreement, or whenever requested by the Disclosing Party, the Receiving Party is required to promptly return or destroy all materials containing Confidential Information. The Receiving Party must also delete all digital copies of such information, unless legally obligated to retain a copy. This clause ensures the complete cessation of use of the Confidential Information and aids in its full recovery, preventing any unintended dissemination.
3. Term
This Agreement is effective from the date of signing and remains in force until the Confidential Information no longer qualifies as confidential due to its public availability through no breach of this Agreement, or until it is terminated by either party.
Either party may terminate this Agreement by providing the other party with thirty (30) days written notice. Upon termination, all obligations concerning the handling, use, and confidentiality of the Confidential Information will persist in accordance with the terms outlined in this Agreement.
4. Miscellaneous
4.1 The governing law for this Agreement is explicitly designated as the laws of the State/Country where [Your Company Name] is legally registered. This clause specifies that the interpretation, enforcement, and compliance of the terms contained within this Agreement shall adhere strictly to the applicable laws of the aforementioned jurisdiction, without giving effect to any principles of conflicts of law. This provision ensures that any legal uncertainties are managed according to familiar legal frameworks, which can provide both parties with a predictable legal environment that supports fair and equitable legal proceedings.
4.2 Jurisdiction for any disputes, legal actions, or proceedings that might arise from or in connection with this Agreement is confined to the courts located within [Location]. By signing this Agreement, both parties agree and subsequently consent to the jurisdiction and venue in these courts. This consent includes any claims involving the Agreement itself or any matters arising from it, ensuring that all legal proceedings are centralized in a predetermined location, which can help manage and mitigate logistical and procedural complexities.
4.3 The Agreement contains a severability clause which stipulates that if any provision of the Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect the other provisions of the Agreement, which will continue in full force and effect. This is a standard clause in legal documents ensuring that the Agreement as a whole remains operational even if part of it is voided, thus safeguarding the fundamental intentions of both parties entering into the Agreement.
4.4 This Agreement is defined as the complete and exclusive statement of the agreement between the parties, relating to the subject matter discussed herein. It supersedes all previous agreements and understandings, whether oral or written, between the parties with respect to that subject matter. This clause emphasizes that the written terms of this Agreement are the final and binding representation of the parties' agreement and prevails over any other prior or contemporaneous negotiations or discussions, aiming to prevent any ambiguities or discrepancies that might arise from past communications.
5. Confidentiality of Agreement
5.1 The terms and conditions of this Agreement itself are to be treated as confidential information. Both parties agree not to disclose the terms or the existence of this Agreement to any third party without the prior written consent of the other party, except to their legal advisors, accountants, or as otherwise required by law. This provision ensures that even the details of the contractual relationship remain protected, reinforcing the overall confidentiality framework established by this Agreement.
5.2 Any disclosures of the Agreement's terms to permitted third parties will be done under a duty of confidentiality. Such disclosures shall be limited to the minimum necessary to achieve the purpose for which the disclosure is made, such as obtaining financial advice or securing legal support.
6. Amendments
6.1 Any amendments or modifications to this Agreement must be made in writing and signed by duly authorized representatives of both parties. This clause ensures that all changes are deliberated upon and mutually agreed, providing a clear and formal process for modifications which helps maintain the integrity of the original agreement.
6.2 Verbal agreements or understandings will not be considered valid amendments under this Agreement. This ensures clarity and helps avoid misunderstandings or disputes over what constitutes the terms of the Agreement.
7. Return or Destruction of Confidential Materials
7.1 Upon the expiration or termination of this Agreement, all confidential materials, including copies and derivatives containing or pertaining to the Confidential Information, must be either returned or destroyed, at the Disclosing Party's discretion. This ensures that all sensitive materials are appropriately handled to prevent any unauthorized use or dissemination.
7.2 The Receiving Party must provide a written certification to the Disclosing Party that all materials have been returned or destroyed and that no copies have been made or retained. This documentation serves as proof of compliance with the terms of the Agreement, providing an audit trail that enhances accountability and transparency.
8. No License
8.1 Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. Specifically, no license or conveyance of any intellectual property rights is intended or implied by the conveyance of information under this Agreement.
8.2 The Receiving Party acknowledges that its use of the Confidential Information is limited to the specific purposes outlined in the Agreement and that any other use of the intellectual property contained in the Confidential Information without the express written permission of the Disclosing Party is strictly prohibited. This helps protect the proprietary interests of the Disclosing Party and ensures that the Confidential Information is not misused.
9. Indemnification
9.1 The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to any breach of this Agreement by the Receiving Party. This indemnification ensures that the Disclosing Party is protected from financial harm or legal repercussions resulting from any unauthorized disclosure or misuse of the Confidential Information.
9.2 The Disclosing Party shall provide prompt written notice of any claim, demand, or action covered by this indemnity to the Receiving Party. The Receiving Party shall have the right to control the defense and settlement of such claims, provided that any settlement which imposes any obligation or liability on the Disclosing Party requires the Disclosing Party's prior written consent.
10. No Waiver
10.1 The failure or delay of either party to enforce any right, provision, or remedy under this Agreement shall not constitute a waiver of that right, provision, or remedy, nor shall it preclude or restrict any future enforcement of that right, provision, or remedy. This ensures that both parties retain their rights to enforce the terms of the Agreement at any time and that a single instance of non-enforcement does not set a precedent for future breaches.
10.2 Any waiver of any term or condition of this Agreement must be in writing and signed by an authorized representative of the party granting the waiver. Such a waiver shall not be deemed a waiver of any subsequent breach or default of the same or any other term or condition of this Agreement. This clause ensures that waivers are formalized and documented, preventing misunderstandings and ensuring that the integrity of the Agreement is maintained.
IN WITNESS WHEREOF, the parties hereto have duly executed this Non-Disclosure Agreement as of the Effective Date set forth above. By their signatures below, each party acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement. The individuals signing below represent and warrant that they have the requisite authority to bind their respective parties to the terms and conditions of this Agreement.
Disclosing Party: [Your Company Name]
By:
[Your Name]
[Your Job Title]
[Your Company Name]
Date: [Month Day, Year]
Receiving Party: [Your Contractor Name]
By:
[Your Contractor Representative Name]
[Job Title]
Date: [Month Day, Year]
