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 an insider planning hub for the wedding industry, providing proprietary tools, vendor insights, pricing data, and planning resources through its platform, Wedding Secrets (the "Platform"), accessible via [WEBSITE_URL];
WHEREAS, the Receiving Party desires to access certain confidential and proprietary information of the Disclosing Party for the purpose of [insert specific purpose, e.g., "evaluating a potential business relationship, partnership, or collaboration"] (the "Permitted Purpose");
WHEREAS, the Disclosing Party agrees to disclose such information to the Receiving Party under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
For the purposes of this Agreement, "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by any other means, including but not limited to:
Confidential Information does not include information that:
1. Was publicly known or available at the time of disclosure;
2. Becomes publicly known or available after disclosure through no act or omission of the Receiving Party;
3. Is already in the possession of the Receiving Party without restriction on use or disclosure at the time of disclosure;
4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
5. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates in seeking a protective order or other appropriate remedy.
The Receiving Party agrees to:
1. Use the Confidential Information solely for the Permitted Purpose.
2. Restrict disclosure of the Confidential Information to its employees, contractors, or agents who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
3. Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.
4. Not disclose, publish, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.
The Receiving Party may disclose Confidential Information:
1. To its legal, financial, or professional advisors, provided such advisors are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
2. As required by law, regulation, or court order, subject to the notice and cooperation requirements set forth in Section 1.2(e).
This Agreement shall remain in effect for a period of three (3) years from the Effective Date, unless terminated earlier by mutual written agreement of the Parties.
The obligations of confidentiality under this Agreement shall survive the termination or expiration of this Agreement 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. Immediately cease all use of the Confidential Information;
2. Return or destroy all copies of the Confidential Information in its possession or control, including any notes, summaries, or analyses derived therefrom; and
3. Certify in writing to the Disclosing Party that it has complied with the foregoing obligations.
The Receiving Party acknowledges that any breach of this Agreement 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, hire, or engage any vendors, suppliers, or other business partners of the Disclosing Party that were disclosed as part of the Confidential Information, 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. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in [STATE], and the Parties hereby consent to the jurisdiction and venue of such courts.
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 not be amended or modified except 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.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: ______
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