Agriculture Safety NDA

This Agriculture Safety Non-Disclosure Agreement ("Agreement") is made and entered into on this [Day] day of [Month], 2050 ("Effective Date"), by and between [Your Company Name], a [State] corporation with its principal office located at [Your Company Address] ("Disclosing Party"), and [Recipient's Name], an individual/entity with its principal office located at [Recipient's Address] ("Receiving Party").

Recitals

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information related to agricultural safety practices, procedures, and innovations;

WHEREAS, the Receiving Party desires to receive such information for the purpose of evaluating, discussing, and/or collaborating on agricultural safety initiatives;

WHEREAS, the Disclosing Party is willing to disclose such information to the Receiving Party under the terms and conditions set forth in this Agreement;

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

1. Definitions

1.1 Confidential Information

The term "Confidential Information" shall include all information, whether written, oral, or electronic, that is disclosed by the Disclosing Party to the Receiving Party and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing):

Safety procedures, protocols, and policies;
Training materials and manuals;
Research data and findings;
Technical information and processes;
Business plans and strategies;
Any other proprietary information related to agricultural safety.

1.2 Purpose

The term "Purpose" shall refer to the evaluation, discussion, and/or collaboration on agricultural safety initiatives between the Disclosing Party and the Receiving Party.

2. Obligations of the Receiving Party

2.1 Non-Disclosure

The Receiving Party agrees to:

Keep all Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
Use the Confidential Information solely for the Purpose and not for any other purpose;
Take all reasonable measures to protect the confidentiality of the Confidential Information, including implementing and maintaining appropriate security measures.

2.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, agents, and contractors who have a need to know such information for the Purpose, provided that such employees, agents, and contractors are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

2.3 Notification of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information and shall cooperate with the Disclosing Party in any efforts to prevent further unauthorized use or disclosure and to remedy the situation.

3. Exclusions from Confidential Information

Confidential Information shall not include any information that:

Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party;
Is rightfully received by the Receiving Party from a third party without breach of a confidentiality obligation;
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
Is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or similar remedy.

4. Ownership and Return of Materials

4.1 Ownership

All Confidential Information, including any copies or derivatives thereof, remains the property of the Disclosing Party. The Receiving Party acknowledges that it does not acquire any intellectual property rights or licenses under this Agreement except the limited right to use the Confidential Information for the Purpose.

4.2 Return of Materials

Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies and derivatives thereof, and shall certify in writing that it has done so.

5. Term and Termination

5.1 Term

This Agreement shall commence on the Effective Date and continue until the earlier of (i) the completion of the Purpose or (ii) [Specify Number] years from the Effective Date, unless terminated earlier in accordance with Section 5.2.

5.2 Termination

Either party may terminate this Agreement at any time upon [Specify Number] days' written notice to the other party. Termination of this Agreement shall not affect the Receiving Party’s obligations with respect to Confidential Information disclosed prior to the effective date of termination.

5.3 Survival

The obligations of confidentiality and non-use set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of [Specify Number] years.

6. Remedies

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

7. Miscellaneous

7.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.

7.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written.

7.3 Amendments

No amendment or modification of this Agreement shall be valid or binding unless in writing and signed by both parties.

7.4 Notices

All notices required or permitted under this Agreement must be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by a recognized overnight courier service to the addresses set forth above or such other address as either party may specify in writing.

7.5 Waivers

No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given on any one occasion is effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion.

7.6 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to correct any invalidity or unenforceability while preserving to the maximum extent the rights and commercial expectations of the parties.

7.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures or copies of signatures shall be deemed to be original signatures for all purposes.

7.8 No Obligation to Disclose

Nothing in this Agreement shall obligate the Disclosing Party to disclose any particular information to the Receiving Party.

7.9 No License

Nothing in this Agreement shall be construed as granting any rights or licenses to the Receiving Party under any intellectual property rights of the Disclosing Party, except as expressly set forth in this Agreement.

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

[Your Company Name]

By:

[Your Name]
[Your Title]
[Date]

[Recipient's Name]

By:

[Name]
[Title]
[Date]