Agriculture Brand Partnership NDA

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Month Day, Year] (the "Effective Date") by and between:

[Your Company Name], a [State] corporation with its principal place of business at [Your Company Address] ("Disclosing Party")

and

[Partner Company Name], a [State] corporation with its principal place of business at [Partner Company Address] ("Receiving Party").

Collectively, the Disclosing Party and Receiving Party may be referred to as the "Parties" and individually as a "Party."

WHEREAS, the Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of exploring a potential brand partnership in the agricultural sector (the "Purpose");

WHEREAS, the Receiving Party agrees to receive and use such confidential information in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information

1.1 Confidential Information includes all information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. Confidential Information includes but is not limited to:

Business Plans and Strategies: Strategic initiatives, business models, and long-term goals.
Product Designs and Specifications: Detailed designs, prototypes, and technical specifications.

Marketing and Sales Information: Marketing strategies, sales forecasts, promotional materials, and market research data.
Financial Data and Projections: Financial statements, budgets, revenue projections, and investment plans.
Supplier and Customer Lists: Contact information, purchasing agreements, and key relationships with suppliers and customers.
Proprietary Research and Development Data: Findings from research and development activities, including experimental results and innovations.
Trade Secrets: Information that provides a competitive edge and is not publicly known.

1.2 Confidential Information does not include information that:

Was already known to the Receiving Party at the time of disclosure, as evidenced by written records.
Becomes publicly available through no fault of the Receiving Party.
Is disclosed to the Receiving Party by a third party who is not bound by any confidentiality obligations.
Is independently developed by the Receiving Party without reference to the Confidential Information.

2. Obligations of the Receiving Party

2.1 Confidentiality Obligations: The Receiving Party agrees to:

Maintain Confidentiality: Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
Limited Use: Use the Confidential Information solely for the Purpose of exploring the potential partnership.
Protect Confidential Information: Take all reasonable measures to protect the confidentiality of the Confidential Information, at least as stringent as the measures it takes to protect its own confidential information.

2.2 Disclosure to Employees and Agents: The Receiving Party may disclose Confidential Information to its employees, agents, or representatives who have a need to know such information for the Purpose, provided that such individuals are bound by confidentiality obligations at least as protective as those in this Agreement.

2.3 Legal Disclosure: If required by law or a valid court order to disclose Confidential Information, the Receiving Party shall:

Prompt Notification: Notify the Disclosing Party promptly of the requirement to disclose the Confidential Information.
Cooperation: Provide reasonable assistance to the Disclosing Party to obtain a protective order or take other appropriate legal measures to protect the Confidential Information.

3. Exclusions from Confidential Information

3.1 Exceptions: The obligations of confidentiality and non-use do not apply to information that:

Pre-existing Knowledge: Was already known to the Receiving Party at the time of disclosure, as evidenced by written records.
Public Domain: Becomes publicly available through no fault of the Receiving Party.
Third-Party Disclosure: Is disclosed to the Receiving Party by a third party who is not bound by any confidentiality obligations.
Independent Development: Is independently developed by the Receiving Party without reference to the Confidential Information.

4. Return or Destruction of Confidential Information

4.1 Return or Destruction: Upon the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party shall:

Return Materials: Return all materials containing Confidential Information to the Disclosing Party.
Destroy Confidential Information: Destroy all materials containing Confidential Information that cannot be returned.
Certification of Destruction: Provide a written certification of destruction or return, if requested by the Disclosing Party.

4.2 Survival of Obligations: The obligations to maintain the confidentiality of Confidential Information and the duty to return or destroy such information shall survive the termination of this Agreement for a period of [(2) years], unless otherwise agreed in writing.

5. Term

5.1 Term of Confidentiality: The obligations of confidentiality and non-use shall commence on the Effective Date and continue for a period of [two (2) years] following the disclosure of Confidential Information. The confidentiality obligations with respect to trade secrets shall continue for as long as the information remains a trade secret.

5.2 Termination of Discussions: This Agreement shall terminate automatically upon the conclusion of the discussions regarding the Purpose or upon mutual agreement of the Parties.

6. No Grant of Rights

6.1 No Rights Granted: Nothing in this Agreement shall be construed as granting any rights under any patent, trademark, copyright, or other intellectual property rights, nor shall it be construed as a commitment to enter into any business relationship or agreement.

6.2 No Obligation to Proceed: This Agreement does not obligate either Party to proceed with the Purpose or to enter into any further agreements or business arrangements.

7. Governing Law

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

7.2 Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought in the courts of [County, State], and the Parties hereby consent to the exclusive jurisdiction of such courts.

8. Dispute Resolution

8.1 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through negotiation between the Parties. If the dispute cannot be resolved through negotiation, it shall be submitted to mediation before a mutually agreed mediator.

8.2 Arbitration: If mediation fails to resolve the dispute, the dispute shall be settled through binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.

8.3 Costs: Each Party shall bear its own costs and expenses related to the dispute resolution process.

9. Miscellaneous

9.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements.

9.2 Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both Parties.

9.3 No Assignment: This Agreement may not be assigned by either Party without the prior written consent of the other Party.

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

9.5 Waiver: The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

9.6 Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either Party may designate in writing.

10. Confidential Information Management

10.1 Document Control: The Receiving Party shall establish and maintain a document control system to manage Confidential Information, including storage, access, and retrieval procedures.

10.2 Training: The Receiving Party shall ensure that its employees, agents, and representatives who have access to Confidential Information receive training on the confidentiality obligations and the importance of protecting Confidential Information.

10.3 Monitoring and Compliance: The Disclosing Party shall have the right to monitor the Receiving Party’s compliance with this Agreement, including periodic audits of the Confidential Information management practices.