This Non-Disclosure Agreement ("Agreement") is made and entered into on this [Date] (the "Effective Date"), by and between:
[Photography Business Name], located at [Business Address] (referred to as the "Disclosing Party"),
and
[Recipient Name], located at [Recipient Address] (referred to as the "Receiving Party").
Collectively, the Disclosing Party and the Receiving Party shall be referred to as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential information related to its photography business, including but not limited to, trade secrets, techniques, methods, pricing strategies, marketing plans, customer lists, and other proprietary information (collectively referred to as the "Confidential Information");
WHEREAS, the Disclosing Party wishes to disclose the Confidential Information to the Receiving Party, and the Receiving Party agrees to receive and maintain such information in confidence, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
Confidentiality Obligations
1.1 The Receiving Party acknowledges that the Confidential Information disclosed by the Disclosing Party is valuable, sensitive, and proprietary. The Receiving Party agrees to maintain the Confidential Information in strict confidence and not to disclose, reproduce, distribute, or use it for any purpose other than as expressly permitted under this Agreement.
1.2 The Receiving Party shall limit access to the Confidential Information to its employees, agents, or contractors who have a need to know such information for the purpose of fulfilling the obligations of this Agreement. The Receiving Party shall ensure that all individuals with access to the Confidential Information are bound by obligations of confidentiality no less restrictive than those set forth herein.
1.3 The Receiving Party shall exercise reasonable care to prevent the unauthorized use or disclosure of the Confidential Information, utilizing at least the same degree of care as it uses to protect its own confidential information of a similar nature.
1.4 The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information that comes to its attention.
Exclusions from Confidential Information
The obligations set forth in this Agreement shall not apply to any information that:
2.1 Was already in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records;
2.2 Is or becomes publicly available without any breach of this Agreement;
2.3 Is received by the Receiving Party from a third party without restrictions on disclosure and without any breach of confidentiality obligations; or
2.4 Is independently developed by the Receiving Party without reference to or use of the Confidential Information.
Ownership and Return of Confidential Information
3.1 The Confidential Information remains the property of the Disclosing Party. The Receiving Party acquires no rights, title, or interest in the Confidential Information, except as expressly provided in this Agreement.
3.2 Upon the written request of the Disclosing Party or upon termination of this Agreement, whichever occurs first, the Receiving Party shall promptly return or destroy all tangible and intangible materials containing or embodying the Confidential Information and shall provide written certification of such return or destruction to the Disclosing Party.
Term and Termination
4.1 This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party upon [number of years] written notice to the other Party.
4.2 The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [number of years].
Print name : ________________________________________________________
Sign name : ________________________________________________________
Date : ______________________________________
Authorized by : ____________________________________________________
Date : ______________________________________
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N.D.A