SayPro Confidentiality Agreement
This Confidentiality Agreement (the “Agreement”) is entered into by and between:
- SayPro Monthly Primary School Uniform Manufacturing Business (“Disclosing Party”), a company incorporated under the laws of [State/Country], with its principal office located at [Address], and
- [Prospective Buyer Name] (“Receiving Party”), a prospective buyer with a primary address at [Address].
Effective Date: [Date]
The Disclosing Party and Receiving Party are collectively referred to as the “Parties.”
1. Purpose of Agreement
The purpose of this Agreement is to set forth the terms and conditions under which the Receiving Party will be granted access to confidential and proprietary information related to the SayPro Monthly Primary School Uniform Manufacturing Business, for the sole purpose of evaluating a potential business acquisition (the “Purpose”).
2. Definition of Confidential Information
For the purposes of this Agreement, Confidential Information refers to all information, data, or materials disclosed by the Disclosing Party to the Receiving Party, whether oral, written, or in any other form, including but not limited to:
- Business financial statements, reports, and projections
- Customer and supplier lists
- Marketing and sales strategies
- Production processes, methods, and techniques
- Intellectual property, including patents, trademarks, copyrights, and trade secrets
- Machinery specifications, maintenance records, and operational plans
- Contracts, agreements, and business relations
- Any other information that is not publicly available and is marked as “confidential” or “proprietary” by the Disclosing Party
3. Obligations of the Receiving Party
The Receiving Party agrees to:
- Confidentiality: Maintain the confidentiality of the Confidential Information and not disclose it to any third parties without prior written consent from the Disclosing Party, except as may be necessary for the Purpose.
- Non-Use: Use the Confidential Information solely for the Purpose of evaluating the potential acquisition of the business and not for any other purpose, including for personal gain or to compete with the Disclosing Party.
- Protection: Take all reasonable measures to protect the confidentiality and integrity of the Confidential Information, including measures that are at least as protective as those the Receiving Party takes to protect its own confidential information.
- Return of Materials: Upon request from the Disclosing Party or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.
4. Exceptions to Confidentiality
The obligations of confidentiality set forth in this Agreement shall not apply to any information that:
- Public Knowledge: Is or becomes publicly available through no fault of the Receiving Party.
- Already Known: Was known by the Receiving Party before it was disclosed by the Disclosing Party and was not subject to an existing confidentiality agreement.
- Third-Party Disclosure: Is disclosed to the Receiving Party by a third party who has the legal right to do so and who is not subject to a confidentiality obligation regarding such information.
- Required by Law: Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party notifies the Disclosing Party in writing prior to such disclosure to allow the Disclosing Party an opportunity to seek protective measures.
5. No License or Ownership Rights
Nothing in this Agreement grants the Receiving Party any ownership, license, or rights to the Confidential Information, except for the limited right to use the Confidential Information as expressly permitted under this Agreement.
6. Term and Termination
This Agreement shall remain in effect for a period of [X] years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties.
Upon termination of discussions regarding the Purpose, or upon request by the Disclosing Party, the Receiving Party shall return or destroy all Confidential Information.
7. No Obligation to Proceed with Transaction
The Parties acknowledge that this Agreement does not obligate either Party to proceed with any transaction or business arrangement. This Agreement merely allows the Receiving Party to evaluate the potential acquisition of the business.
8. No Warranty
The Disclosing Party makes no representations or warranties regarding the accuracy, completeness, or usefulness of the Confidential Information, and the Receiving Party acknowledges that any reliance on such information is at its own risk.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles.
10. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, between the Parties regarding the Confidential Information.
11. Remedies
The Receiving Party acknowledges that any breach of this Agreement could result in irreparable harm to the Disclosing Party for which monetary damages would be inadequate. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to seek injunctive relief and any other legal or equitable remedies available under the law.
12. Execution
IN WITNESS WHEREOF, the undersigned have executed this Confidentiality Agreement as of the Effective Date.
Disclosing Party:
Signature: _________________________
Name: [Disclosing Party Representative Name]
Title: [Title]
Date: [Date]
Receiving Party:
Signature: _________________________
Name: [Receiving Party Representative Name]
Title: [Title]
Date: [Date]
Exhibit A: List of Confidential Information
This section can include specific examples of Confidential Information that will be disclosed, such as financial statements, contracts, patents, or production techniques. Alternatively, it may remain general to allow flexibility in the types of information disclosed.
This Confidentiality Agreement ensures that any prospective buyer receives sensitive information only under strict terms, protecting the business and its intellectual property from unauthorized disclosure or misuse.
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