Agriculture Confidentiality NDA

This Agriculture Confidentiality Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date], by and between [Your Company Name], an agricultural business company located at [Your Company Address] (hereinafter referred to as the “Disclosing Party”), and [Recipient’s Name], an individual or entity located at [Recipient’s Address] (hereinafter referred to as the “Receiving Party”).

1. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (the “Confidential Information”) to the Receiving Party. The purpose of this disclosure is to allow the Receiving Party to evaluate, analyze, or engage in discussions regarding potential business opportunities, collaborations, or partnerships in the agricultural sector (the “Purpose”).

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” includes but is not limited to:

• Technical and business information relating to the Disclosing Party’s proprietary ideas, patentable ideas, trade secrets, sketches, drawings, models, inventions, techniques, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae.

• Information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and information the Disclosing Party provides regarding third parties.

• Any other information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, prototypes, samples, plants, crops, machinery, or equipment).

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party.

• Is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality.

• Is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.

• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Obligations of Receiving Party

The Receiving Party agrees to:

• Use the Confidential Information only for the Purpose.

• Restrict disclosure of the Confidential Information to its employees, contractors, or third parties as necessary to accomplish the Purpose and only if such employees, contractors, or third parties are bound by confidentiality obligations at least as restrictive as those stated herein.

• Protect the confidentiality of the Confidential Information with the same degree of care as it accords its own confidential information, but in no event less than reasonable care.

• Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

5. No Rights Granted

Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party’s patents, trademarks, copyrights, trade secrets, or other intellectual property, except as expressly set forth in this Agreement.

6. Term

This Agreement shall commence on the date first written above and shall continue in effect until terminated by either party with thirty (30) days prior written notice to the other party. However, the Receiving Party’s obligations with respect to the Confidential Information shall survive for a period of five (5) years following the termination of this Agreement.

7. Return of Materials

Upon termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return all documents and other tangible materials representing the Confidential Information and all copies thereof. Alternatively, the Receiving Party, with the Disclosing Party’s prior written consent, may destroy all such materials and provide written certification of their destruction.

8. No Warranty

All Confidential Information is provided “as is.” The Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of any Confidential Information.

9. No Obligation

Nothing in this Agreement obligates either party to proceed with any business transaction or relationship, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

10. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party, for which monetary damages would not be an adequate remedy, and therefore, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies it may have at law or in equity.

11. Miscellaneous

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral.

11.2 Amendments

This Agreement may not be amended or modified except by a written agreement signed by both parties.

11.3 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 laws principles.

11.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

11.5 Waiver

No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

11.6 Assignment

The Receiving Party may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the Disclosing Party.

11.7 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by courier, overnight delivery service, or confirmed facsimile, or seventy-two (72) hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth in the first paragraph of this Agreement, or as subsequently modified by written notice.

12. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality and Non-Disclosure Agreement as of the Effective Date.

Disclosing Party

[Your Name]

[Job Title]

[Date]

Receiving Party

[Receiving Party’s Name]

[Job Title]

[Date]

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