Corporate Non-Disclosure Agreement

This Corporate Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between:

[Your Company Name]
[Your Company Address]
[Your Company Number]
[Your Company Email]

(hereinafter referred to as "Disclosing Party")

AND

[Receiving Party Name]
[Receiving Party Address]
[Receiving Party Number]
[Receiving Party Email]

(hereinafter referred to as "Receiving Party").

Recitals

WHEREAS, the Disclosing Party possesses certain proprietary and confidential information related to its business, operations, and strategies, which it desires to disclose to the Receiving Party for the sole purpose of evaluating or engaging in potential business transactions or collaboration regarding the development and marketing of a new software platform for customer relationship management (CRM) (the "Purpose");

WHEREAS, the Receiving Party is willing to receive such Confidential Information subject to the terms and conditions of this Agreement and agrees to protect the confidentiality of such information, recognizing the value of the Disclosing Party’s intellectual property, business strategies, and other confidential materials;

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Definition of Confidential Information

1.1 Confidential Information: For the purposes of this Agreement, "Confidential Information" means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is identified as confidential or proprietary at the time of disclosure. Such Confidential Information may include, but is not limited to:

• Business plans, financial statements, and projections, including profit and loss forecasts and any other financial data.

• Trade secrets, processes, procedures, formulas, algorithms, data models, and techniques used in the Disclosing Party’s business.

• Marketing strategies, customer lists, pricing information, sales data, and vendor agreements.

• Employee information, internal communications, employee handbooks, and company policies.

• Any other proprietary or confidential information, including technical data, research, intellectual property, designs, drawings, or any future ideas or concepts that are shared between the parties.

1.2 Exclusions from Confidential Information: The Confidential Information does not include information that:

• Was publicly available at the time of disclosure, or becomes publicly available through no fault of the Receiving Party. This includes any information released by the Disclosing Party in a public statement or media outlet.

• Was lawfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records that are independent of the Confidential Information.

• Was independently developed by the Receiving Party without reference to or reliance upon the Confidential Information, as evidenced by written documentation.

• Was disclosed to the Receiving Party by a third party who has the legal right to do so and is not subject to confidentiality restrictions or obligations.

2. Obligations of the Receiving Party

2.1 Confidentiality and Use: The Receiving Party agrees to:

• Maintain the Confidential Information in strict confidence and use it solely for the Purpose outlined in this Agreement. The Receiving Party acknowledges that the Confidential Information may contain sensitive and proprietary information critical to the Disclosing Party's competitive advantage.

• Use the same degree of care to protect the Confidential Information as it would use to protect its own confidential information, but in no event less than reasonable care under the circumstances.

• Not to copy, reproduce, or otherwise duplicate the Confidential Information except as necessary to evaluate or pursue the Purpose, provided that all copies are subject to the same terms and conditions of confidentiality.

2.2 Non-Disclosure: The Receiving Party agrees that it shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, unless:

• Such disclosure is to employees, agents, or contractors of the Receiving Party who have a need to know such information in order to perform their duties, provided that such individuals are bound by confidentiality obligations that are at least as restrictive as those in this Agreement.

• Such disclosure is compelled by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party in seeking any protective order or other appropriate remedy.

2.3 Compliance with Laws: The Receiving Party agrees to comply with all applicable laws, regulations, and government orders, including those related to data protection and privacy, in handling the Confidential Information. This includes, but is not limited to, compliance with GDPR.

2.4 Notification of Unauthorized Disclosure: The Receiving Party agrees to notify the Disclosing Party immediately upon becoming aware of any unauthorized use, disclosure, or breach of the Confidential Information. Such notification will include the nature of the breach and the steps taken to mitigate its effects. The Receiving Party shall take all necessary actions to prevent further unauthorized disclosure or use of the Confidential Information.

2.5 Return or Destruction of Confidential Information: Upon the Disclosing Party’s written request, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information in its possession, including any copies, notes, or other materials containing such information. The Receiving Party shall certify in writing that it has complied with these obligations.

3. Term

3.1 The obligations of confidentiality under this Agreement shall remain in effect for a period of [two (2)] years from the date of disclosure of the Confidential Information, unless terminated earlier in writing by the Disclosing Party.

3.2 Notwithstanding the termination of this Agreement, the Receiving Party’s obligations to maintain the confidentiality of any specific piece of Confidential Information shall remain in effect until that information no longer qualifies as Confidential Information under this Agreement, either because it becomes publicly available through no fault of the Receiving Party or due to a written release from the Disclosing Party.

4. Return of Materials

4.1 Upon the Disclosing Party’s written request, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all materials containing Confidential Information. This includes any notes, summaries, or analyses made by the Receiving Party based on the Confidential Information. If such materials are destroyed, the Receiving Party shall provide written certification of such destruction to the Disclosing Party.

4.2 If the Receiving Party retains any materials containing Confidential Information due to legal, regulatory, or compliance obligations, the Receiving Party shall continue to protect such information under the terms of this Agreement.

5. No License

5.1 Nothing in this Agreement grants the Receiving Party any rights, title, or interest in or to the Confidential Information, except as expressly set forth herein. The Receiving Party agrees not to use any Confidential Information for any purpose other than as authorized by this Agreement. This includes any unauthorized use, commercial exploitation, or reverse engineering of the Confidential Information.

5.2 All Confidential Information disclosed under this Agreement shall remain the exclusive property of the Disclosing Party. The Receiving Party shall not copy, reverse-engineer, or otherwise attempt to derive the underlying structure, ideas, or algorithms of the Confidential Information unless expressly permitted by the Disclosing Party in writing.

6. No Obligation to Proceed

6.1 Nothing in this Agreement obligates either party to enter into any further agreement or business relationship with the other party. Both parties acknowledge that discussions or negotiations regarding the Purpose may be terminated at any time without further obligation or liability. The Disclosing Party may, at its sole discretion, cease disclosing Confidential Information to the Receiving Party at any time.

6.2 The Receiving Party acknowledges that no representations, warranties, or guarantees have been made by the Disclosing Party regarding the accuracy, completeness, or suitability of the Confidential Information for any particular purpose. The Receiving Party is solely responsible for verifying any information before relying on it for any decision-making purposes.

7. Indemnity

7.1 The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from any and all claims, losses, damages, liabilities, or expenses arising out of or related to any unauthorized use or disclosure of the Confidential Information by the Receiving Party or its employees, agents, or contractors.

7.2 This indemnity obligation shall survive the termination of this Agreement and shall remain in effect for as long as the Confidential Information remains confidential or until such information is no longer protected under this Agreement.

8. Governing Law

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles. The parties consent to the jurisdiction of the courts in [City, State], and agree that any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in such courts.

9. Dispute Resolution

9.1 Any dispute, claim, or controversy arising out of or in connection with this Agreement shall be resolved through binding arbitration in [City, State], under the rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding on both parties, and judgment may be entered upon the award in any court having jurisdiction.

9.2 Prior to initiating arbitration, the parties agree to make a good faith effort to resolve any disputes amicably through mediation or informal discussions.

10. Entire Agreement

10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether oral or written. No amendments or modifications to this Agreement shall be effective unless made in writing and signed by both parties.

11. Amendment

11.1 This Agreement may be amended or modified only by a written document executed by both parties. Any waiver of any provision of this Agreement must be in writing and signed by an authorized representative of the party granting the waiver.

12. Severability

12.1 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remainder of the Agreement shall remain in full force and effect. In such cases, the parties agree to replace the invalid provision with a provision that reflects the intent and purpose of the original provision as closely as possible.

13. Acknowledgment

13.1 By signing this Agreement, both parties acknowledge that they have read, understood, and agreed to be bound by its terms, and that they have had the opportunity to seek independent legal counsel prior to entering into this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Corporate Non-Disclosure Agreement as of the date first written above.

[Your Company Name]
Name: [Your Name]
Title: [Your Title]
Date: [Date]

[Receiving Party Name]
Name: [Receiving Party Name]
Title: [Receiving Party Title]
Date: [Date]

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