Non-Disclosure Agreement for Joint Ventures

This Non-Disclosure Agreement ("Agreement") is made and entered into as of January 1, 2050, by and between [Your Company Name], a corporation duly organized under the laws of Ohio, with its principal office located at [Your Company Address] ("Disclosing Party"), and Jean Harris, a business partner located at Columbus, OH 43215 ("Receiving Party").

This Agreement governs the terms under which confidential information will be shared by the Disclosing Party to the Receiving Party in connection with potential or existing joint venture opportunities.

I. Definition of Confidential Information

The term "Confidential Information" refers to any data or information disclosed by the Disclosing Party to the Receiving Party, in any form, that is not publicly available. This may include, but is not limited to:

Strategic plans, business models, and financial data
Business negotiations and contracts, including potential joint venture agreements
Proprietary technology, designs, and intellectual property
Market analysis, customer lists, and business operations
Any other information identified as confidential by the Disclosing Party

Information that is publicly available, or becomes publicly available without any breach of this Agreement, will not be considered Confidential Information.

II. Obligations of the Receiving Party

1. Confidentiality

The Receiving Party agrees to maintain the confidentiality of all disclosed information and to not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.

2. Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely for evaluating, planning, and executing the joint venture and not for any personal, competitive, or other business purposes.

3. Protection of Confidential Information

The Receiving Party will exercise reasonable care and take all necessary precautions to safeguard the Confidential Information from unauthorized access, use, or disclosure.

III. Duration of Confidentiality

The confidentiality obligations will remain in effect for a period of five (5) years following the date of disclosure, or until the information is no longer confidential under the terms of this Agreement, whichever occurs first.

IV. Return or Destruction of Confidential Information

Upon the termination of the joint venture discussions or upon the Disclosing Party's request, the Receiving Party agrees to return or destroy all Confidential Information received, including any copies, documents, or digital files containing such information.

V. No License or Ownership

The disclosure of Confidential Information does not grant any rights, title, or interest in the Confidential Information to the Receiving Party. All intellectual property rights and ownership of the Confidential Information remain with the Disclosing Party.

VI. Legal Compliance and Exclusions

The obligations outlined in this Agreement do not apply to information that:

Is required to be disclosed by law or court order, provided the Receiving Party informs the Disclosing Party promptly and allows for any potential protective action.
Is already in the possession of the Receiving Party before receiving it from the Disclosing Party.
Becomes publicly available without any violation of this Agreement.

VII. Breach and Remedies

The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party is entitled to seek legal remedies, including injunctive relief and monetary damages, in addition to any other remedies available under the law.

VIII. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. Any legal action or proceeding related to this Agreement shall be brought in the courts located in Ohio, and the parties consent to the exclusive jurisdiction and venue of such courts.

IX. Miscellaneous Provisions

1. Entire Agreement

This Agreement represents the entire understanding between the parties concerning the subject matter and supersedes any prior oral or written agreements relating to confidentiality.

2. Modifications

No amendment or modification of this Agreement will be effective unless it is in writing and signed by both parties.

3. Severability

If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect.