This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] (the "Effective Date") by and between:
YourData365, LLC
[COMPANY_ADDRESS]
("Disclosing Party")
and
[CLIENT_NAME]
[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 is engaged in the business of providing Microsoft 365 (M365) backup and compliance solutions, including but not limited to data protection, eDiscovery, retention policy management, and regulatory compliance services;
WHEREAS, the Receiving Party desires to evaluate, discuss, or engage in a potential business relationship with the Disclosing Party (the "Purpose"), which may require the disclosure of certain confidential and proprietary information;
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 by other means, 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.
For the M365 Backup & Compliance niche, Confidential Information includes, but is not limited to:
- Technical specifications, architecture, and configurations of M365 backup solutions.
- Details of proprietary compliance workflows, retention policies, and eDiscovery methodologies.
- Pricing models, cost structures, and licensing agreements for M365 services.
- Customer data, including but not limited to tenant IDs, user activity logs, and backup schedules.
- Security protocols, encryption standards, and disaster recovery plans.
- Marketing strategies, sales pipelines, and customer acquisition data.
- Any third-party tools, integrations, or APIs used in the delivery of M365 backup and compliance services.
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 for the Purpose and are bound by confidentiality obligations no less restrictive than those 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 no less than a reasonable standard of care.
4. Notify the Disclosing Party promptly in the event of any unauthorized use or disclosure of Confidential Information.
The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that:
1. The Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, to the extent legally permissible.
2. The Receiving Party cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
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 obligations of confidentiality under this Agreement shall survive termination for a period of five (5) years with respect to Confidential Information that does not constitute trade secrets. Trade secrets shall remain confidential indefinitely or for as long as permitted under applicable law.
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 but not limited to documents, electronic files, and backup copies.
2. Certify in writing to the Disclosing Party that all such materials have been returned or destroyed.
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 rights and 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 hire 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. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in [STATE].
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.
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.
Disclosing Party:
YourData365, LLC
[COMPANY_ADDRESS]
By: ____
Name: [REPRESENTATIVENAME]
Title: [REPRESENTATIVE_TITLE]
Date: _________
Receiving Party:
[CLIENT_NAME]
[CLIENT_ADDRESS]
By: ____
Name: ____
Title: _____
Date: _________
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