Art Gallery Non-Disclosure Agreement
Art Gallery Non-Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is entered into as of this [Month Day, Year] (the “Effective Date”), by and between [Your Company Name], a corporation organized and existing under the laws of the State of [State], with its principal office located at [Your Company Address] (“Disclosing Party”), and [Recipient's Name], an individual with a principal address at [Recipient's Address] (“Receiving Party”). The Disclosing Party and Receiving Party may collectively be referred to as the “Parties” or individually as a “Party.”
1. PURPOSE
The purpose of this Agreement is to protect the confidential and proprietary information disclosed between the Parties during discussions or collaborations regarding [art exhibitions].
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the following meanings:
a. "Confidential Information" means any and all information, whether written, oral, electronic, or otherwise, disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that a reasonable person would understand to be confidential, including but not limited to art concepts, designs, plans, financial information, client lists, business strategies, and any other proprietary information.
b. "Representatives" means the Receiving Party’s employees, agents, and advisors who have a need to know the Confidential Information for the purposes outlined in this Agreement.
3. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
a. Maintain the confidentiality of the Confidential Information using the same degree of care as it employs to protect its own confidential information, but in no event less than a reasonable standard of care.
b. Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party.
c. Use the Confidential Information solely for the purpose set forth in this Agreement and not for any other purpose, including, but not limited to, for the benefit of itself or any third party.
d. Ensure that any Representatives who have access to the Confidential Information are bound by confidentiality obligations that are at least as protective as those set forth in this Agreement.
4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include information that:
a. Is or becomes publicly available through no fault of the Receiving Party;
b. Is received from a third party without a breach of any obligation of confidentiality;
c. Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information;
d. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement and cooperates with the Disclosing Party to seek a protective order or other appropriate remedy.
5. TERM
This Agreement shall commence on the Effective Date and continue for a period of [two (2) years] from the Effective Date, or until terminated by either Party with thirty (30) days written notice. The confidentiality obligations set forth herein shall survive any termination of this Agreement for a period of [three (3) years].
6. OWNERSHIP OF CONFIDENTIAL INFORMATION
All Confidential Information disclosed by the Disclosing Party shall remain the sole and exclusive property of the Disclosing Party. No license or other rights to the Confidential Information is granted to the Receiving Party under this Agreement.
7. NO LICENSE
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party in or to the Confidential Information, except as expressly set forth herein.
8. NO WARRANTY
The Disclosing Party makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information disclosed under this Agreement. The Disclosing Party shall not be liable for any damages arising from the use of the Confidential Information by the Receiving Party.
9. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies or reproductions thereof. If the Receiving Party destroys such materials, it shall provide the Disclosing Party with a written certification of such destruction.
10. NO IMPLIED RELATIONSHIP
This Agreement does not create, and shall not be construed as creating, any agency, partnership, or joint venture between the Parties.
11. GOVERNING LAW
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. Any disputes arising out of or relating to this Agreement shall be resolved in the courts located in [County, State].
12. 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, relating to such subject matter. This Agreement may only be amended or modified by a written agreement signed by both Parties.
13. SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
14. WAIVER
No waiver of any term or provision of this Agreement shall be deemed a further or continuing waiver of such term or provision or any other term or provision, and any failure of a Party to assert a right or provision shall not be deemed a waiver of such right or provision.
15. ASSIGNMENT
The Receiving Party may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Disclosing Party. Any purported assignment in violation of this provision shall be null and void.
16. 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 shall have the same effect as original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
DISCLOSING PARTY
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day Year]
RECEIVING PARTY
By:
[Full Name]
[Title] (if applicable)
[Month Day, Year]
