SayPro: Confidentiality Agreement
This Confidentiality Agreement (the “Agreement”) is entered into by and between SayPro, a company organized and existing under the laws of [Your Country/State], with its principal office located at [SayPro Address] (hereinafter referred to as “Disclosing Party”), and [Wholesaler’s Name], a company organized and existing under the laws of [Wholesaler’s Country/State], with its principal office located at [Wholesaler’s Address] (hereinafter referred to as “Receiving Party”). Both parties collectively may be referred to as the “Parties” and individually as a “Party.”
1. Purpose of Agreement
This Agreement is intended to ensure that any Confidential Information shared between the Parties in connection with the wholesale distribution of SayPro’s products, including but not limited to dictionary products, remains protected from unauthorized use or disclosure. The Parties agree to treat all Confidential Information with the highest level of care and to use it solely for the purposes outlined in their business relationship.
2. Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” includes any data, materials, or knowledge disclosed by the Disclosing Party to the Receiving Party, in any form (whether oral, written, or electronic), that is designated as confidential or would reasonably be understood to be confidential, including but not limited to:
- Business plans, strategies, or financial information
- Product designs, specifications, or prototypes
- Pricing, sales, and marketing strategies
- Customer lists, sales data, and trade secrets
- Supplier information and logistical processes
- Any other proprietary or confidential information, including intellectual property
3. Obligations of the Receiving Party
The Receiving Party agrees to:
- Non-Disclosure: Maintain the confidentiality of all Confidential Information and refrain from disclosing it to any third parties without the prior written consent of the Disclosing Party, unless required by law.
- Non-Use: Use the Confidential Information exclusively for the purpose of performing obligations in relation to the wholesale distribution relationship between the Parties, and not for any other purposes.
- Protection of Confidential Information: Take all reasonable measures to protect the Confidential Information from unauthorized access, use, or disclosure. This includes implementing appropriate security measures to safeguard the information.
- Limited Access: Restrict access to the Confidential Information to only those employees, agents, or affiliates who have a need to know in connection with the purposes outlined in this Agreement, and ensure that these individuals are bound by confidentiality obligations equivalent to those in this Agreement.
4. Exclusions from Confidential Information
The following information shall not be considered Confidential Information and is not subject to the protections of this Agreement:
- Information that was in the public domain at the time of disclosure or subsequently becomes publicly available through no fault of the Receiving Party.
- Information that the Receiving Party can prove was independently developed or obtained without reference to or reliance upon the Confidential Information provided by the Disclosing Party.
- Information that was lawfully received from a third party without a breach of any confidentiality obligation.
- Information that is disclosed with the prior written consent of the Disclosing Party.
5. Term of Agreement
This Agreement shall remain in effect for a period of [two (2) years] from the date of disclosure of Confidential Information, unless otherwise terminated earlier by mutual written consent of both Parties. The Receiving Party’s obligations with respect to the confidentiality and non-use of the Confidential Information will survive the termination of this Agreement.
6. Return or Destruction of Confidential Information
Upon the termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies, notes, or derivatives thereof, in its possession or control.
7. No License or Ownership Rights
Nothing in this Agreement grants the Receiving Party any right, title, or interest in or to the Confidential Information, except for the limited right to use such information as expressly authorized for the purpose of the wholesale distribution relationship. The Confidential Information remains the sole property of the Disclosing Party.
8. No Obligation to Enter into Further Agreements
Nothing in this Agreement obligates either Party to enter into any further agreements, including a distribution agreement or purchase agreement. This Agreement only governs the confidentiality of information shared in the course of discussions or transactions related to the wholesale distribution of products.
9. Legal Compliance and Disclosure
If the Receiving Party is required to disclose any Confidential Information by law or legal process (e.g., subpoena, court order, etc.), the Receiving Party must promptly notify the Disclosing Party in writing, so the Disclosing Party can seek a protective order or other remedy. If a protective order or other remedy is not obtained, the Receiving Party may disclose only the portion of Confidential Information that is legally required.
10. Remedies for Breach
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in the event of any actual or threatened breach of this Agreement, in addition to any other remedies available at law or in equity.
11. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of [Your Country/State]. Any disputes arising under this Agreement shall be resolved through [mediation/arbitration] or in a court of competent jurisdiction within [Your Country/State].
12. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the confidentiality of the information shared. Any amendments to this Agreement must be in writing and signed by authorized representatives of both Parties.
13. Signature and Acknowledgment
By signing below, both Parties acknowledge and agree to the terms of this Confidentiality Agreement.
Disclosing Party (SayPro)
Signature: __________________________
Name: [Authorized Representative Name]
Title: [Title]
Date: __________________________
Receiving Party (Wholesaler)
Signature: __________________________
Name: [Authorized Representative Name]
Title: [Title]
Date: __________________________
This Confidentiality Agreement ensures the protection of sensitive business information shared between SayPro and its wholesale partners. It safeguards trade secrets, pricing strategies, and other proprietary data, fostering a trust-based business relationship while preventing unauthorized use or disclosure.
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