Landscaping Non-Disclosure Agreement
Landscaping Non-Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is entered into as of the [Month Day, Year] by and between:
[Your Company Name], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Company Address] (hereinafter referred to as the “Disclosing Party”),
and
[Your Partner Company Name / Second Party], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Partner Company Address] (hereinafter referred to as the “Receiving Party”).
Collectively, the Disclosing Party and the Receiving Party may be referred to as the "Parties," and individually as a "Party."
1. Purpose
The Parties wish to explore a potential business relationship regarding landscaping services, which may include but are not limited to landscape design, installation, maintenance, irrigation, and other services (the “Purpose”). In connection with this Purpose, the Disclosing Party may disclose or make available certain confidential and proprietary information to the Receiving Party. This Agreement governs the protection and treatment of such confidential information.
2. Confidential Information
For purposes of this Agreement, "Confidential Information" shall include any and all technical and non-technical information disclosed by the Disclosing Party, in written, oral, or any other form, including but not limited to:
-
Landscaping design plans, blueprints, or sketches.
-
Customer lists, pricing structures, and project proposals.
-
Materials, methods, or proprietary processes related to landscape construction or maintenance.
-
Business operations, financial data, marketing strategies, and other business practices.
-
Any other information, whether or not designated as "confidential," that, due to its nature or the context in which it is disclosed, should reasonably be understood by the Receiving Party to be confidential.
Confidential Information does not include information that:
a. Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
b. Is lawfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality.
c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
d. Was already known to the Receiving Party prior to disclosure by the Disclosing Party.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
a. Use the Confidential Information solely for the Purpose defined in this Agreement.
b. Protect the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no case less than reasonable care.
c. Limit disclosure of the Confidential Information to those of its employees, agents, or subcontractors who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.
d. Not disclose, distribute, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party.
e. Promptly notify the Disclosing Party if the Receiving Party becomes aware of any unauthorized disclosure or use of the Confidential Information.
4. Term and Duration
This Agreement shall become effective on [Month Day, Year] and shall remain in effect for a period of [Two to Five years], unless terminated earlier by either Party with thirty (30) days written notice.
The confidentiality obligations with respect to any Confidential Information disclosed during the term of this Agreement shall survive the termination or expiration of this Agreement for a period of [Two to Five] years, unless such information no longer qualifies as Confidential Information under Section 2 of this Agreement.
5. Return or Destruction of Materials
Upon the termination of this Agreement, or at any time upon the Disclosing Party’s written request, the Receiving Party shall immediately return or destroy all documents or other materials containing Confidential Information, including any copies thereof. If requested by the Disclosing Party, the Receiving Party shall certify in writing that it has complied with this obligation.
6. No License
Nothing in this Agreement shall be construed as granting, by implication or otherwise, any rights, title, or license under any patents, trade secrets, copyrights, trademarks, or other intellectual property rights of the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.
7. No Warranty
The Disclosing Party makes no warranties, express or implied, concerning the accuracy or completeness of the Confidential Information, nor any warranty that the use of such information will not infringe upon the rights of third parties. The Disclosing Party shall not be liable for any damage arising from the use of or reliance on the Confidential Information.
8. Remedies
The Receiving Party acknowledges that the unauthorized disclosure or use of the Confidential Information may result in irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity to protect its rights under this Agreement.
9. Indemnification
The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or in connection with the Receiving Party’s breach of this Agreement.
10. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the State of [State], without regard to its conflict of law principles. The Parties agree that any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in [County, State].
11. No Waiver
No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. This Agreement may only be modified by a written amendment signed by both Parties.
13. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties agree to replace the invalid provision with a valid provision that comes closest to the original intent of the Parties.
14. Assignment
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 this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
15. Notices
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, certified mail, or overnight courier to the addresses specified below:
Disclosing Party:
-
[Your Company Name]
-
[Your Company Address]
-
[Your Company Email]
Receiving Party:
-
[Your Partner Company Name / Second Party]
-
[Your Partner Company Address]
-
[Your Partner Company Email]
16. Counterparts
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. Facsimile or electronically transmitted signatures shall be deemed valid and binding to the same extent as original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party:
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
Receiving Party:
[Your Partner Company Name / Second Party]
By:
[Full Name]
[Title]
[Month Day, Year]
