This Non-Disclosure Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:
[COMPANY_NAME], a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Disclosing Party"), and
[CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Receiving Party").
The Disclosing Party and the Receiving Party may each be referred to herein as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party operates as a Data Staging Academy under the brand name "Big Data Staging Academy," providing training, resources, and consulting services to professionals and organizations in the field of data engineering, with a focus on building reliable data pipelines;
WHEREAS, the Receiving Party desires to engage with the Disclosing Party for purposes including, but not limited to, exploring potential business opportunities, receiving training, or collaborating on data staging projects (the "Purpose");
WHEREAS, in connection with the Purpose, the Disclosing Party may disclose certain proprietary and confidential information to the Receiving Party;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
"Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information includes, but is not limited to:
- Training materials, course content, and proprietary methodologies related to data staging and pipeline development.
- Technical documentation, including ETL (Extract, Transform, Load) workflows, data pipeline architectures, and staging best practices.
- Pricing models, business strategies, and marketing plans specific to the data staging niche.
- Customer lists, vendor relationships, and partnership agreements.
- Software tools, scripts, and configurations used in data staging (e.g., Apache Airflow, dbt, Snowflake, etc.).
- Any other information disclosed in connection with the Purpose.
Confidential Information does not include information that:
1. Was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.
2. Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
4. Is disclosed to the Receiving Party by a third party legally entitled to make such disclosure.
The Receiving Party agrees to:
1. Use the Confidential Information solely for the Purpose.
2. Restrict disclosure of the Confidential Information to its employees, contractors, or agents who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
3. Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
4. Not reverse engineer, decompile, or disassemble any software, tools, or technical materials disclosed as part of the Confidential Information.
The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that the Receiving Party:
1. Gives the Disclosing Party prompt written notice of such requirement prior to disclosure, if legally permissible.
2. Cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy to limit the scope of the disclosure.
This Agreement shall commence on the Effective Date and remain in effect for a period of three (3) years, unless terminated earlier by mutual written agreement of the Parties.
The Receiving Party's obligations with respect to Confidential Information disclosed during the term of this Agreement shall survive termination for a period of five (5) years.
Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall:
1. Return or destroy all tangible materials containing Confidential Information, including copies, summaries, and derivatives thereof.
2. Certify in writing to the Disclosing Party that such return or destruction has been completed within ten (10) business days of the request.
The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity.
During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party agrees not to directly or indirectly solicit for employment or engagement any employee, contractor, or consultant of the Disclosing Party who became known to the Receiving Party in connection with the Purpose, without the prior written consent of the Disclosing Party.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral.
This Agreement may only be amended or modified by a written agreement signed by both Parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Disclosing Party:
[COMPANY_NAME]
By: _____
Name: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: ______
Receiving Party:
[CLIENT_NAME]
By: _____
Name: ____
Title: ___
Date: _____
This document is tailored for use by Big Data Staging Academy and reflects the specific needs and risks associated with the data staging and pipeline development niche.
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