Car Rental Non-Disclosure Agreement
Car Rental Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into on this [Date] by and between [Your Company Name], a [State] corporation with its principal place of business located at [Your Company Address], and [Recipient Name], an individual residing at [Recipient Address] (each a "Party" and collectively the "Parties").
1. Purpose
The purpose of this Agreement is to protect the confidential and proprietary information disclosed by [Your Company Name] to the Recipient in the course of considering and entering into a business relationship regarding car rental services.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any data or information that is proprietary to [Your Company Name] and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:
-
Customer lists and records
-
Business plans and strategies
-
Financial information
-
Marketing and sales information
-
Technical information, including research, development, procedures, algorithms, data, designs, and know-how
-
Any other information that should reasonably be recognized as confidential information of [Your Company Name]
3. Obligations of Recipient
The Recipient hereby agrees:
-
To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Recipient employs with respect to its own confidential materials);
-
Not to disclose any such Confidential Information or any information derived therefrom to any third person without the prior written consent of [Your Company Name];
-
Not to make any use whatsoever at any time of such Confidential Information except to evaluate internally its relationship with [Your Company Name];
-
Any employee or consultant permitted to access the Confidential Information must have a legitimate need to know and shall be bound in writing to maintain the confidentiality of such Confidential Information to the same extent as provided by this Agreement.
4. Exclusions from Confidential Information
The Recipient's obligations under this Agreement do not extend to information that is:
-
Publicly known at the time of disclosure or becomes publicly known through no wrongful act or failure of the Recipient;
-
Discovered or created by the Recipient before disclosure by [Your Company Name];
-
Learned by the Recipient through legitimate means other than from [Your Company Name] or [Your Company Name]'s representatives;
-
Disclosed by the Recipient with [Your Company Name]'s prior written approval.
5. Ownership and Return of Confidential Information
All Confidential Information shall remain the exclusive property of [Your Company Name] and no license to such information is granted hereby. The Recipient shall not remove any proprietary legends or notices appearing on such Confidential Information. Upon [Your Company Name]'s written request, the Recipient shall promptly destroy or return to [Your Company Name] all documents and other tangible materials representing the Confidential Information and all copies thereof.
6. Term
This Agreement shall commence on the date first written above and shall continue in effect until terminated by either Party upon thirty (30) days prior written notice to the other Party. However, the Recipient's obligations with respect to Confidential Information disclosed during the term shall survive termination of this Agreement for a period of five (5) years.
7. No Warranty
All Confidential Information is provided "as is." [Your Company Name] makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any Confidential Information.
8. No Rights Granted
Nothing in this Agreement shall be construed as granting any rights to the Recipient, by license or otherwise, to any of [Your Company Name]'s Confidential Information except as expressly set forth herein.
9. Independent Contractors
The Parties are independent contractors and nothing contained in this Agreement shall be construed to constitute either Party as an employee, partner, joint venturer, or agent of the other.
10. Remedies
The Recipient acknowledges and agrees that due to the unique nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to [Your Company Name] for which damages are not an adequate remedy, and that [Your Company Name] shall therefore be entitled to equitable relief in addition to all other remedies available at law.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. In applying the laws of the State of [State], no consideration shall be given to the conflict of laws principles that might otherwise refer to the laws of any other jurisdiction.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
13. Amendments and Waivers
No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing and signed by both Parties. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.
14. Severability
In the event that any provision contained within this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the greatest extent permissible under applicable law, thereby preserving its intended effect as closely as possible. Meanwhile, the other provisions contained within this Agreement, which are not found to be invalid or unenforceable, shall continue to be fully operative and effective, maintaining their full force and ensuring the continued integrity and enforceability of the Agreement as a whole.
15. Notices
Any notices required or permitted hereunder shall be given to the appropriate Party at the address specified above or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.
16. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the day and year first above written.
[Your Company Name]
[Your Name]
[Job Title]
[Recipient Name]
[Job Title]
