Gym Non Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], between [Your Company Name], located at [Your Company Address] ("Disclosing Party"), and [Receiving Party], located at [Address] ("Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential and proprietary information related to its gym operations, including but not limited to business plans, financial information, member lists, and marketing strategies (collectively, "Confidential Information");

WHEREAS, Receiving Party desires to receive and review such Confidential Information for the purpose of evaluating a potential business relationship between the parties (the "Purpose");

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Definition of Confidential Information

A. "Confidential Information" includes all information disclosed by the Disclosing Party to the Receiving Party, whether verbally, in writing, electronically, or otherwise, that is marked as confidential or should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure.

B. Examples of Confidential Information may encompass, but are not limited to, business strategies, financial records, customer lists, marketing plans, proprietary software, and operational procedures.

C. The definition of Confidential Information explicitly excludes information that:

Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
Was known to the Receiving Party prior to disclosure by the Disclosing Party as evidenced by written records.
Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

II. Obligations of the Receiving Party

A. The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party.

B. The Receiving Party shall not use the Confidential Information for any purpose other than the evaluation of a potential business relationship with the Disclosing Party.

C. The Receiving Party shall take reasonable measures to protect the Confidential Information, including but not limited to, those measures it uses to protect its own confidential information of a similar nature.

D. The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law.

E. Upon termination of discussions or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including any copies thereof, and certify in writing to the Disclosing Party that such destruction has been completed.

III. Term and Termination

A. This Agreement shall commence on the date of execution and shall remain in effect for a period of 2 years from the date of disclosure of each item of Confidential Information.

B. Either party may terminate this Agreement upon 30 days' written notice to the other party.

C. Upon termination of this Agreement, the obligations of confidentiality shall survive for a period of 5 years.

IV. Miscellaneous

A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

B. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

C. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first written above.

Disclosing Party

[Name]

[Title]

[Date]

Receiving Party

[Name]

[Title]

[Date]