Free Non-Disclosure Agreement for Joint Ventures Template
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:
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Strategic plans, business models, and financial data
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Business negotiations and contracts, including potential joint venture agreements
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Proprietary technology, designs, and intellectual property
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Market analysis, customer lists, and business operations
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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:
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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.
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Is already in the possession of the Receiving Party before receiving it from the Disclosing Party.
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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.
X. Signatures
By signing below, the parties acknowledge that they understand and agree to the terms of this Non-Disclosure Agreement.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Strategy Officer
For the Receiving Party:
Name: Jean Harris
Title: Joint Venture Partner
