Catering Non-Disclosure Agreement
Catering Non-Disclosure Agreement
This Catering Non-Disclosure Agreement ("Agreement") is made as of the [Effective Date] by and between [Your Company Name], a [Your State] corporation with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Client's Name], a [Client's State] corporation with its principal place of business located at [Client's Address] ("Receiving Party").
I. Definitions
A. Confidential Information
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"Confidential Information" refers to any data or information, whether in written, oral, electronic, or any other form, disclosed by the Disclosing Party to the Receiving Party, that is designated as confidential or should reasonably be understood to be confidential under the circumstances of disclosure. Confidential Information includes, but is not limited to:
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Recipes and Cooking Methods: All proprietary recipes, cooking techniques, preparation methods, and culinary processes that are not publicly known.
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Client Lists and Customer Information: Information regarding clients and customers, including names, contact details, preferences, and history of orders.
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Pricing Structures and Cost Estimates: Any information related to pricing, quotes, estimates, costs, and financial data related to catering services.
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Marketing Strategies and Promotional Plans: Business plans, marketing materials, advertising strategies, and other promotional activities.
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Operational Procedures: Any internal operational guidelines, staff training manuals, and service protocols.
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Supplier and Vendor Information: Details regarding suppliers, contracts, and pricing agreements.
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Proposals and Agreements: Drafts, proposals, and any agreements regarding the catering services.
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II. Obligations of Receiving Party
A. Non-Disclosure
The Receiving Party agrees to maintain the confidentiality of the Confidential Information and shall not disclose it to any third party without the prior written consent of the Disclosing Party. This obligation extends to all employees, agents, and representatives of the Receiving Party.
B. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating and/or engaging in a business relationship with the Disclosing Party regarding catering services. The Receiving Party shall not use the Confidential Information for any purpose that is unlawful or not expressly authorized by this Agreement.
C. Standard of Care
The Receiving Party agrees to take all reasonable precautions to protect the confidentiality of the Confidential Information, which shall be at least as protective as those used by the Receiving Party to protect its own confidential information of a similar nature.
The Receiving Party shall ensure that all individuals who have access to the Confidential Information are aware of the confidentiality obligations under this Agreement.
D. Notification of Unauthorized Disclosure
The Receiving Party agrees to promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure of the Confidential Information, and will cooperate with the Disclosing Party in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
III. Exclusions from Confidential Information
A. The obligations of confidentiality shall not apply to any information that:
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Public Domain: Is or becomes publicly available through no fault of the Receiving Party;
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Rightfully Received: Is rightfully received from a third party without restriction on disclosure and without breaching any obligations owed to the Disclosing Party;
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Independent Development: Is independently developed by the Receiving Party without reference to the Confidential Information, as evidenced by written records;
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Required by Law: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and the opportunity to seek a protective order or other appropriate remedy.
IV. Term
A. Duration of Confidentiality Obligations
The obligations of confidentiality under this Agreement shall remain in effect for a period of [5] years from the date of disclosure of the Confidential Information. Upon expiration of this term, any previously disclosed Confidential Information shall continue to be treated as confidential for an indefinite period, unless it falls within the exclusions described in Section III.
V. Ownership of Confidential Information
A. All Confidential Information disclosed by the Disclosing Party shall remain the property of the Disclosing Party, and the Receiving Party shall not acquire any rights to such information, except as expressly set forth in this Agreement.
B. The Disclosing Party makes no representations or warranties regarding the accuracy, completeness, or usefulness of the Confidential Information.
VI. Return of Confidential Information
A. Upon termination of this Agreement, or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so. Such certification shall be provided within [number of days] days of the request.
B. The Receiving Party shall not retain any copies of the Confidential Information unless required by law or in accordance with its internal policies.
VII. No License
A. Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any Confidential Information disclosed by the Disclosing Party.
B. The Disclosing Party retains all intellectual property rights in its Confidential Information and related materials.
VIII. Miscellaneous
A. 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 law principles.
B. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
C. Amendments
This Agreement may not be amended or modified except in writing signed by both parties. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party granting the waiver.
D. Severability
If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be deemed modified to the minimum extent necessary to make it enforceable.
E. Assignability
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Disclosing Party may assign its rights and obligations under this Agreement in connection with a merger, acquisition, or sale of all or a substantial portion of its assets.
F. No Partnership
This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.
IX. Signatures
IN WITNESS WHEREOF, the parties have executed this Catering Non-Disclosure Agreement as of the date first above written.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
Date:
[Client's Name]
Name: [Client's Authorized Representative Name]
Title: [Client's Title]
Date:
