Agriculture Financial NDA
Agriculture Financial NDA
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], located at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], located at [Recipient's Address] ("Recipient").
1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary financial information related to its agricultural operations to the Recipient for the purpose of exploring potential joint venture opportunities aimed at expanding market presence and enhancing operational efficiencies.
2. Definition of Confidential Information
"Confidential Information" shall include all financial data, reports, projections, forecasts, budgets, balance sheets, income statements, cash flow statements, business plans, and any other financial information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or in electronic form, that is marked as confidential or that a reasonable person would understand to be confidential.
3. Obligations of Recipient
3.1 Non-Disclosure: Recipient agrees to maintain the confidentiality of all Confidential Information and not to disclose such information to any third party without the prior written consent of the Disclosing Party.
3.2 Use of Information: The recipient hereby agrees to utilize the Confidential Information exclusively for the specific purpose outlined in Section 1 of this agreement and explicitly commits not to employ or apply the Confidential Information for any other purpose or intention not stated therein.
3.3 Standard of Care: The recipient shall take reasonable measures to protect the confidentiality of the Confidential Information, at least as stringent as those it takes to protect its own confidential information of a similar nature.
4. Exceptions
The obligations of confidentiality and non-use shall not apply to information that:
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Is or becomes publicly known through no fault of the Recipient;
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Is rightfully received by the Recipient from a third party without breach of any obligation of confidentiality;
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Is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information; or
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Is required to be disclosed by law, regulation, or court order, provided that the Recipient provides prompt notice to the Disclosing Party to enable them to seek a protective order or otherwise prevent disclosure.
5. Term
This Agreement shall remain in effect for [number] years from the date of disclosure of each item of Confidential Information. Upon expiration of the term, the obligations of confidentiality and non-use shall survive for an additional period of time with respect to any Confidential Information disclosed during the term, until such time as the Confidential Information no longer qualifies as confidential under this Agreement.
6. Return of Information
Upon written request by the Disclosing Party or upon termination of this Agreement, the Recipient shall promptly return or destroy all Confidential Information in its possession or control, including all copies thereof. The Recipient shall provide written certification to the Disclosing Party confirming the destruction or return of all such Confidential Information within [number] days of such request or termination.
7. Governing Law and Jurisdiction
7.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws and regulations of [State/Country]. In doing so, it excludes any regard for its principles pertaining to conflicts of law.
7.2 Jurisdiction: Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [State/Country]. Each party hereby submits to the jurisdiction of such courts and waives any objections based upon venue.
8. Miscellaneous
8.1 Entire Agreement: This Agreement constitutes the entire understanding 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.
8.2 Amendment: Any amendment or modification of this Agreement must be documented in a written form. Additionally, the written document must bear the signatures of individuals who are authorized representatives of both parties involved in this Agreement.
8.3 Severability: In the event that any specific provision contained within this Agreement is deemed to be invalid or unenforceable by a court of competent jurisdiction, such a determination shall not impact or negate the validity or enforceability of the remaining provisions. Instead, those remaining provisions shall continue to operate with full efficacy and remain in full force and effect as if the invalid or unenforceable provision had never been included within the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first written above.
[Your Company Name]
[Authorized Signatory Name]
[Job Title]
Recipient
[Recipient's Name]
[Job Title]
