Car Wash Non-Disclosure Agreement Contract Outline
Car Wash Non-Disclosure Agreement Contract Outline
I. Introduction
A. Purpose of the Agreement
This Non-Disclosure Agreement ("Agreement") is intended to govern the confidential information exchanged between [Your Company Name], a car wash service provider located at [Your Company Address], and [Second Party], located at [Second Party Address]. The parties acknowledge that the confidential information to be disclosed under this Agreement is crucial for evaluating potential business collaborations, including discussions related to operational strategies and customer management.
B. Parties to the Agreement
The Disclosing Party, [Your Company Name], operates a car wash business specializing in exterior and interior cleaning services, ceramic coating applications, and specialized detailing services, while the Receiving Party, [Second Party], is interested in exploring potential partnerships or collaborations with the Disclosing Party. Both parties agree to enter into this Agreement willingly and acknowledge their responsibilities regarding the protection and non-disclosure of confidential information as outlined herein.
C. Effective Date
This Agreement shall become effective as of [Effective Date] and shall continue in force until terminated as provided herein. Any confidential information disclosed before or after the Effective Date shall be subject to the terms of this Agreement, ensuring comprehensive protection of sensitive business information.
II. Definitions
A. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" includes all non-public information, whether oral, written, electronic, or in any other form, that is disclosed by either party (the Disclosing Party) to the other party (the Receiving Party). Such information may include, but is not limited to, customer lists, business plans, financial information, marketing strategies, and proprietary technology.
B. Exclusions from Confidential Information
Confidential Information does not include information that: (1) is or becomes publicly known through no fault of the Receiving Party; (2) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (3) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.
C. Obligations Regarding Confidential Information
Both parties agree to maintain the confidentiality of all Confidential Information disclosed under this Agreement. The Receiving Party acknowledges that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party. The Disclosing Party, in turn, agrees to provide accurate and complete Confidential Information to the Receiving Party and to promptly notify the Receiving Party of any changes or updates to such information.
III. Confidential Information
A. Identification of Confidential Information
The Disclosing Party is required to designate information as Confidential Information at the moment it is disclosed. This should be done by marking the information explicitly with the term "Confidential" or by using other suitable methods that clearly indicate the confidential nature of the information. In instances where Confidential Information is communicated either orally or through visual means, it is mandatory for the Disclosing Party to promptly provide a written summary of the disclosed information. This summary must carry the designation "Confidential" and should be delivered within [00] days following the initial disclosure.
B. Marking and Documentation of Confidential Information
All Confidential Information that is revealed in a tangible format, which includes both physical documents and electronic files, must be explicitly labeled as "Confidential" by the party who is disclosing the information. In the case of any Confidential Information that is disclosed verbally, it is required that such disclosures be subsequently documented in a written form and clearly marked as "Confidential." This process ensures that all parties are aware of the confidentiality status and helps to enforce the obligations related to maintaining the confidentiality of the disclosed information.
C. Treatment of Confidential Information
The Receiving Party agrees to use the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, or dissemination of Confidential Information as it uses to protect its own confidential information of a similar nature. The Receiving Party shall limit access to Confidential Information to those of its employees, agents, and contractors who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set forth herein.
IV. Obligations of the Receiving Party
A. Non-Disclosure Obligation
The party that receives confidential information (hereafter referred to as the "Receiving Party") shall under no circumstances disclose any of the said confidential information to any third party unless they have obtained prior written consent from the party that disclosed the information (hereafter referred to as the "Disclosing Party"), except in cases where such disclosure is explicitly allowed under the terms of this Agreement. This duty to maintain the confidentiality of the information shall persist even after the termination of this Agreement and shall continue to be in effect for a period of [00] years following such termination.
B. Use Limitation Obligation
The party that receives confidential information (hereinafter referred to as the "Receiving Party") agrees and commits itself to utilizing the confidential information provided solely with the intent and for the specific objective of evaluating, considering, and discussing potential opportunities and avenues for business collaborations with the party that discloses such confidential information (hereinafter referred to as the "Disclosing Party"). Furthermore, the Receiving Party shall unequivocally refrain from using said confidential information for any other purpose or objective whatsoever, unless it has received explicit and written consent from the Disclosing Party that authorizes such use in a clearly defined manner.
C. Exceptions to Non-Disclosure
Despite the aforementioned provisions, the party receiving the confidential information (hereinafter referred to as the "Receiving Party") retains the right to disclose such confidential information in cases where such disclosure is mandated by applicable law, regulation, or an order from a competent court. However, this right to disclose is conditional upon the Receiving Party’s obligation to promptly inform the party that provided the confidential information (hereinafter referred to as the "Disclosing Party") through written notice. This notification should be given as soon as reasonably possible, thereby allowing the Disclosing Party sufficient time to seek a protective order or other appropriate legal remedy to prevent or limit the disclosure of the confidential information.
V. Obligations of the Disclosing Party
A. Disclosure of Information
The party that provides information, referred to as the "Disclosing Party," will share confidential information with the other party, known as the "Receiving Party," to the extent that it is necessary for accomplishing the objectives outlined in this Agreement. Furthermore, the Disclosing Party guarantees that it possesses the legal authority to disclose the confidential information to the Receiving Party, ensuring that such disclosure does not breach any existing legal duties or infringe upon the rights of any third parties.
B. Responsibility for Accuracy
The party that is providing the confidential information, referred to as the Disclosing Party, agrees to make diligent and reasonable efforts to ensure the accuracy, completeness, and timeliness of the confidential information shared with the party receiving the information, referred to as the Receiving Party. If it comes to light that any of the disclosed information is inaccurate or incomplete, the Disclosing Party commits to promptly supplying the Receiving Party with corrected or updated information.
C. Notice of Breach
In the event that the Disclosing Party becomes aware of any unauthorized use or disclosure of its Confidential Information by the Receiving Party, the Disclosing Party shall promptly notify the Receiving Party of such a breach. Following this notification, the Disclosing Party shall work in conjunction with the Receiving Party to mitigate any damage caused by the breach and to enforce the stipulations outlined in this Agreement. The Disclosing Party's cooperation may include, but is not limited to, providing necessary information, partaking in any investigations, and assisting in taking any legal or remedial actions required to address the unauthorized use or disclosure. By doing so, both parties shall aim to uphold the integrity and confidentiality of the information as originally intended by this Agreement.
VI. Term and Termination
A. Duration of the Agreement
This Agreement shall remain in effect for a period of [Duration], commencing on the Effective Date. Either party may terminate this Agreement upon [00] days' written notice to the other party. Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, including any copies thereof, unless retention is required by law or regulation.
B. Termination for Breach
In the event of a material breach of any provision of this Agreement by one of the parties, the other party possesses the right to terminate this Agreement immediately upon providing written notice to the breaching party. However, prior to exercising the right to terminate the Agreement, the non-breaching party must allow the breaching party a specific period—denoted as [00] days—to rectify, remedy, or cure the aforementioned breach, provided that the breach is indeed curable. If the breaching party fails to cure the breach within the specified timeframe, the non-breaching party may then proceed with the termination of the Agreement.
C. Survival of Obligations
The responsibilities related to maintaining confidentiality and refraining from using the information, as detailed in this Agreement, will remain in effect even after the Agreement has either been terminated or has naturally expired, for a duration of [00] years. Despite the fact that the Agreement may be terminated, the obligations that the parties have regarding Confidential Information that was disclosed before such termination will persist in alignment with the conditions outlined in this Agreement.
VII. Miscellaneous
A. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any principles of conflicts of law that might otherwise apply. Any disputes, controversies, or claims arising out of or relating to this Agreement, including any questions regarding its existence, validity, or termination, shall be settled exclusively through arbitration. The arbitration proceedings shall be conducted in the City of [City], in accordance with the rules and procedures established by the American Arbitration Association. The decision rendered by the arbitrator(s) shall be final and binding upon the parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
B. Entire Agreement
This Agreement embodies the complete and exclusive understanding and contract between the parties in relation to the subject matter addressed herein. It nullifies and replaces any and all previous and simultaneous agreements, communications, and commitments, irrespective of whether they were conveyed in writing or orally, that pertain to the same subject matter. Furthermore, any changes, revisions, or relinquishments of any clause or provision within this Agreement shall not be deemed valid or enforceable unless they are documented in writing and bear the signatures of both involved parties.
C. Amendments
This Agreement may be amended or modified solely through a written document that has been signed by authorized representatives from both parties involved. Any changes or amendments to this Agreement shall become effective on the date that the written document is signed, unless an alternative date is specifically mentioned within the document itself.
D. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. The parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves to the greatest extent possible the economic, legal, and commercial objectives of the original provision.
VIII. Signatures
A. Execution of the Agreement
This Agreement may be executed in counterparts, meaning that each party may sign separate copies of the Agreement, which together shall constitute a single agreement. The parties agree that signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes, ensuring efficient execution of the Agreement without the need for physical meetings.
B. Signatures of Parties
Each party represents and warrants that the individuals signing this Agreement on behalf of the respective parties have the authority to bind such party to the terms and conditions herein. The signatures of the parties may be affixed by manual signature, electronic signature, or other legally recognized means, providing flexibility and ease of execution.
C. Effectiveness of Agreement
Upon execution by both parties, this Agreement shall become binding and enforceable. The parties acknowledge that their signatures indicate their understanding and acceptance of the terms and conditions contained herein, including their obligations regarding the protection and non-disclosure of Confidential Information.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party]
[Date]
