This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Date], by and between [Your Company Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Your Address] (referred to as “Disclosing Party”), and the undersigned individual or entity (referred to as “Receiving Party”).
Purpose and Scope
The Disclosing Party possesses confidential and proprietary information related to the manufacturing and design of charger plates (the “Confidential Information”). The Receiving Party desires to receive and review such Confidential Information for the purpose of evaluating potential business collaboration between the parties (the “Purpose”).
Confidential Information
Confidential Information includes, but is not limited to, product designs, manufacturing processes, pricing details, marketing strategies, customer lists, and any other information marked or identified as confidential by the Disclosing Party. The Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party.
Obligations of the Receiving Party
- Confidentiality: The Receiving Party agrees to treat all Confidential Information as strictly confidential and exercise the same degree of care to protect it as it does for its own confidential information of similar importance. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party.
- Limited Access: The Receiving Party shall limit access to the Confidential Information to its employees, agents, or representatives who have a need to know for the Purpose. The Receiving Party shall ensure that those individuals are bound by similar confidentiality obligations as set forth in this Agreement.
- No Reverse Engineering: The Receiving Party shall not reverse engineer, decompile, or disassemble any product, process, or information disclosed by the Disclosing Party.
- Protection of Information: The Receiving Party shall take appropriate measures to protect the Confidential Information from unauthorized access, theft, or disclosure.
- Return or Destruction of Information: Upon the Disclosing Party’s request or the termination of discussions between the parties, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of the Confidential Information and provide written certification of such action.
Exceptions
The obligations of confidentiality under this Agreement shall not apply to information that:
- Was already known to the Receiving Party at the time of disclosure, as evidenced by written records;
- Becomes publicly known through no fault of the Receiving Party;
- Is rightfully obtained by the Receiving Party from a third party without any obligation of confidentiality; or
- Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek a protective order or other appropriate remedy.
Term and Termination
This Agreement shall remain in effect for a period of [X] years from the date of disclosure of the Confidential Information. Either party may terminate this Agreement with written notice to the other party. The obligations of confidentiality shall survive termination of this Agreement.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [State/Country of governing law]. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of [State/Country of jurisdiction].
Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.
Amendments
Any amendment to this Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.