Cafe Non-Disclosure Agreement
Cafe Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], having its principal place of business at [Your Company Address] (the "Disclosing Party"), and [Recipient Name], residing at [Recipient Address] (the "Receiving Party"). The purpose of this Agreement is to prevent the unauthorized disclosure of Confidential Information (as defined below) which is disclosed by the Disclosing Party to the Receiving Party. The parties agree as follows:
I. Definition of Confidential Information
A. Scope of Confidential Information: Confidential Information includes any data or information, whether written, oral, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party and is not generally known to the public. This includes, but is not limited to, recipes, business plans, customer lists, financial information, marketing strategies, proprietary methods, and any other information related to the operations of the Cafe.
B. Exclusions from Confidential Information: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was in the Receiving Party's possession prior to the time it was acquired from the Disclosing Party; (iii) is independently developed by the Receiving Party without the use of any Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party of such requirement and cooperates with any attempt to obtain a protective order.
C. Marking of Confidential Information: Any Confidential Information disclosed in tangible form must be clearly marked as "Confidential" or with a similar legend by the Disclosing Party at the time of disclosure. If disclosed orally or visually, the Disclosing Party shall identify such information as confidential at the time of disclosure and confirm the confidentiality in writing within ten (10) days.
II. Obligations of the Receiving Party
A. Non-Disclosure Obligations: The Receiving Party agrees to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for their own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.
B. Use of Confidential Information: The Receiving Party shall use the Confidential Information solely for the purpose of their role at the Cafe and not for any other purpose without the prior written consent of the Disclosing Party.
C. Protection of Confidential Information: The Receiving Party agrees to take all necessary steps to protect the confidentiality of the Confidential Information and to prevent it from falling into the public domain or into the possession of unauthorized persons. This includes, but is not limited to, using the same degree of care to protect the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information, but in no case less than a reasonable degree of care.
III. Duration of the Agreement
A. Term of Confidentiality Obligations: The confidentiality obligations set forth in this Agreement shall commence on the Effective Date and continue for a period of three (3) years after the termination of the Receiving Party's relationship with the Disclosing Party, whether such termination is voluntary or involuntary.
B. Termination of Agreement: Either party may terminate this Agreement with thirty (30) days written notice to the other party. However, the confidentiality obligations will continue as specified in section III.A.
C. Survival of Obligations: Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations with respect to the Confidential Information shall survive and continue for the period specified in section III.A.
IV. Return or Destruction of Information
A. Return of Confidential Information: Upon termination of the Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all documents and other tangible materials representing the Confidential Information and all copies thereof.
B. Destruction of Confidential Information: In the event that return of the Confidential Information is not feasible, the Receiving Party shall destroy all documents and other tangible materials representing the Confidential Information and provide a written certification of such destruction to the Disclosing Party within fifteen (15) days of such request.
C. Continued Protection: Even after the return or destruction of the Confidential Information, the Receiving Party shall continue to be bound by their obligations of confidentiality and non-use as set forth in this Agreement for the period specified in section III.A.
V. Remedies for Breach
A. Injunctive Relief: The Receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information would cause irreparable harm and significant injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party shall have the right to seek immediate injunctive relief to enforce the Receiving Party's obligations under this Agreement, in addition to any other rights and remedies it may have.
B. Damages: In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to recover damages, including but not limited to, actual damages, consequential damages, and any other damages resulting from the breach. The Receiving Party shall be liable for any reasonable attorney's fees and costs incurred by the Disclosing Party in enforcing its rights under this Agreement.
C. Notification of Breach: The Receiving Party agrees to notify the Disclosing Party immediately in writing upon becoming aware of any unauthorized use or disclosure of Confidential Information, and to cooperate with any efforts by the Disclosing Party to regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
VI. Miscellaneous Provisions
A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [County], [State].
B. Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind. Any amendments to this Agreement must be in writing and signed by both parties.
C. Amendments: No modification or amendment of this Agreement shall be effective unless made 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. The invalid or unenforceable provision shall be revised to the extent necessary to make it valid and enforceable.
E. Waiver: No waiver of any term or condition of this Agreement shall be valid or binding unless in writing and signed by the party to be charged. The failure of either party to enforce any of the provisions of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
Receiving Party
[Name]
[Date]
Disclosing Party
[Name]
[Date]
