Free Brand Non-Disclosure Agreement Template
Brand Non-Disclosure Agreement
This Brand Non-Disclosure Agreement ("Agreement") is entered into on this [Date] (the "Effective Date") by and between:
Disclosing Party
[Your Company Name]
Email: [Your Company Email]
Address: [Your Company Address]
Phone: [Your Company Number]
Receiving Party
[Second Party Company Name]
Email: [Second Party Company Email]
Address: [Second Party Company Address]
Phone: [Second Party Company Number]
WHEREAS, [Your Company Name], a [State] corporation, engages in the development, marketing, and sale of innovative brand products ("Brand"), and desires to share certain confidential information with [Second Party Company Name] for the purpose of evaluating a potential business collaboration;
NOW, THEREFORE, the parties agree as follows:
I. Purpose
The purpose of this Agreement is to ensure that any confidential information disclosed by the Disclosing Party to the Receiving Party is protected from unauthorized use and disclosure during the evaluation of the potential business relationship, including but not limited to the development, marketing, and sale of the Brand.
II. Confidential Information
For the purposes of this Agreement, "Confidential Information" refers to all proprietary and confidential information disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
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Brand strategies and plans, marketing materials, product designs, and intellectual property;
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Customer lists, sales data, financials, and business projections;
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Any other information that is disclosed in writing, orally, or electronically that is identified as confidential at the time of disclosure.
III. Obligations of the Receiving Party
The Receiving Party agrees to:
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Non-Disclosure: Maintain the confidentiality of all Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
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Non-Use: Use the Confidential Information solely for the purpose of evaluating the potential business relationship and not for any other purpose.
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Protection of Confidential Information: Take reasonable precautions to protect the confidentiality of the information, which includes limiting access to the information to those employees or agents who have a legitimate need to know.
IV. Exclusions from Confidential Information
Confidential Information does not include information that:
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Is already in the public domain at the time of disclosure or becomes publicly available through no fault of the Receiving Party;
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Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information;
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Is disclosed to the Receiving Party by a third party who is not under any obligation of confidentiality to the Disclosing Party;
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Is already known to the Receiving Party at the time of disclosure as evidenced by written records.
V. Term and Duration
This Agreement shall remain in effect for a period of three (3) years from the Effective Date, or until the Confidential Information no longer qualifies as proprietary, whichever occurs first. However, the confidentiality obligations set forth in this Agreement shall continue beyond the termination of this Agreement for a period of two (2) years.
VI. Return or Destruction of Confidential Information
Upon termination of this Agreement, or at the request of the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information, including any copies or notes containing or derived from such information.
VII. Legal Consequences of Breach
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In the event of a breach of this Agreement, the Disclosing Party may seek any legal remedies available, including injunctive relief and/or monetary damages.
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The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any losses, claims, or damages arising from a breach of this Agreement.
VIII. No License or Ownership Rights
This Agreement does not grant the Receiving Party any license, ownership rights, or rights to use any intellectual property or trademarks of the Disclosing Party, except as expressly stated herein for the purpose of evaluating the business relationship.
IX. 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. Any legal action or proceeding arising out of or related to this Agreement shall be exclusively brought in the courts located in [City, State].
X. Miscellaneous Provisions
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Entire Agreement: This Agreement represents the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions and agreements.
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Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect.
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Amendment: This Agreement may be amended only by a written document signed by both parties.
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Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, such as natural disasters or acts of government.
XI. Execution and Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Brand Non-Disclosure Agreement as of the Effective Date.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
