This Non-Disclosure Agreement (the “Agreement”) is entered into by and between [Your Company Name] (the “Disclosing Party”) and the recipient party, whether an individual or entity (the “Receiving Party”), collectively referred to as the “Parties”.
- Purpose of Agreement:
The Parties wish to explore and discuss potential business opportunities, collaborations, or partnerships involving the exercise book production and related confidential information.
- Definition of Confidential Information:
“Confidential Information” refers to any information, technical data, trade secrets, business plans, designs, pricing details, manufacturing processes, customer lists, or other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, visually, or in any other form, that is designated as confidential or should reasonably be understood to be confidential.
- Obligations of Receiving Party:
The Receiving Party agrees to:
- Use the Confidential Information solely for the purpose of evaluating and discussing the potential business opportunities with the Disclosing Party.
- Maintain the Confidential Information in strict confidence and exercise reasonable precautions to prevent unauthorized disclosure or use.
- Limit the access to the Confidential Information to its employees, agents, or representatives who have a need to know and are bound by similar confidentiality obligations.
- Not disclose, transfer, or share the Confidential Information with any third parties without the prior written consent of the Disclosing Party.
- Notify the Disclosing Party promptly in writing of any unauthorized use or disclosure of the Confidential Information.
- Exclusions from Confidential Information:
The obligations set forth in this Agreement shall not apply to any information that:
- Is already in the public domain at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
- Was known to the Receiving Party prior to its disclosure by the Disclosing Party.
- Is independently developed by the Receiving Party without reference to or use of the Confidential Information.
- Is rightfully obtained from a third party without any obligations of confidentiality.
- Term and Termination:
This Agreement shall remain in effect for a period of [enter duration] from the Effective Date, unless terminated earlier by mutual written agreement or by either Party upon written notice. The obligations of confidentiality shall survive the termination of this Agreement.
- Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of [enter jurisdiction]. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [enter jurisdiction].