Non-Disclosure Agreement for Marketing Agencies
This Non-Disclosure Agreement ("Agreement") is entered into as of the 1st day of January, 2050, by and between [Your Company Name], a company incorporated under the laws of Oregon, with its principal office located at [Your Company Address] ("Disclosing Party"), and Duofort, a marketing agency with its primary office located at Portland, OR 97201, represented by Floyd Cremin ("Receiving Party").
The purpose of this Agreement is to set forth the terms and conditions under which the Disclosing Party agrees to share certain confidential and proprietary information with the Receiving Party for marketing and advertising purposes.
I. Definition of Confidential Information
"Confidential Information" refers to any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether written, oral, or electronic, relating to marketing strategies, campaigns, business operations, or customer data.
Confidential Information includes, but is not limited to:
Marketing strategies, plans, and campaigns
Customer lists, databases, and contact details
Sales figures, forecasts, and projections
Advertising material, promotional content, and creative assets
Business proposals, reports, and agreements
Confidential Information does not include:
Information that is already publicly available at the time of disclosure or that becomes publicly available without breach of this Agreement
Information already known to the Receiving Party prior to disclosure
Information disclosed by a third party without any breach of confidentiality obligations
II. Confidentiality Obligations
1. Non-Disclosure
The Receiving Party agrees to keep all Confidential Information confidential and not to disclose it to any third parties, except as explicitly authorized by the Disclosing Party in writing. This includes restricting any discussions, sharing, or use of Confidential Information outside the scope of the agreed marketing activities.
2. Limited Use
The Receiving Party shall use the Confidential Information solely for the purpose of performing marketing and advertising services for the Disclosing Party. The Confidential Information shall not be used for any personal or business gain outside of the specific projects outlined in the Agreement.
3. Access Control
The Receiving Party agrees to limit access to the Confidential Information to only those employees, contractors, or agents who have a legitimate need to know the information in order to carry out the services provided under the Agreement. The Receiving Party shall ensure that such individuals are bound by confidentiality obligations that are at least as protective as those outlined in this Agreement.
III. Duration of Confidentiality Obligations
The confidentiality obligations of the Receiving Party under this Agreement shall remain in effect for a period of three (3) years from the date of disclosure of any Confidential Information.
IV. Return or Destruction of Confidential Information
Upon the termination of the business relationship, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies, notes, or electronic records containing such information.
V. Ownership and Rights
All rights, ownership, and interests in the Confidential Information shall remain with the Disclosing Party. The Receiving Party acknowledges that the disclosure of Confidential Information does not grant any ownership or rights to the Confidential Information.
VI. Exclusions from Confidentiality
The confidentiality obligations set forth in this Agreement will not apply to information that:
Was publicly available at the time of disclosure, or becomes publicly available through no fault of the Receiving Party
Was independently developed by the Receiving Party without using the Confidential Information
Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party notifies the Disclosing Party promptly to allow for protective measures to be taken
VII. Legal Remedies
The Receiving Party acknowledges that a breach of this Agreement may cause the Disclosing Party substantial harm, and that any breach of confidentiality may not be adequately compensated by monetary damages alone. In such cases, the Disclosing Party is entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available under the law.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws principles.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements, whether written or oral, between the parties relating to the disclosure of Confidential Information.
2. Modifications
Any amendments or modifications to this Agreement must be made in writing and executed by both parties.
3. Severability
If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue to be in full force and effect.
X. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Floyd Cremin
Title: Marketing Director
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