Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement governs the exchange of confidential information between GuestPass Plus and prospective business partners, customers, or vendors during business discussions.
Table of Contents
Note: This is a template Non-Disclosure Agreement. For a fully executed NDA, please contact us at legal@guestpassplus.com to request a signed copy with your organization's details.
1. Introduction
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of last signature below (the "Effective Date") by and between:
GuestPass Plus (a California-based company)
("GuestPass Plus" or "Party")
and
[Company Name]
("Recipient Company" or "Party")
(each a "Party" and together the "Parties")
The Parties wish to explore a potential business relationship (the "Purpose") and, in connection therewith, may disclose certain confidential and proprietary information to each other. This Agreement sets forth the terms and conditions under which such information will be disclosed and protected.
2. Definitions
2.1 Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, visually, in writing, or in electronic or other form, 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.
Confidential Information includes, but is not limited to:
- Trade secrets, inventions, patents, and patent applications
- Software, source code, algorithms, and technical specifications
- Business plans, strategies, and financial information
- Customer lists, pricing information, and marketing plans
- Product roadmaps and development plans
- Personnel information and organizational structure
- Any information marked or identified as "Confidential," "Proprietary," or similar designation
2.2 Representatives
"Representatives" means a Party's employees, officers, directors, agents, advisors (including attorneys, accountants, and consultants), and affiliates who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
3. Confidentiality Obligations
The Receiving Party agrees to:
- Hold the Disclosing Party's Confidential Information in strict confidence
- Use the Confidential Information solely for the Purpose
- Not disclose the Confidential Information to any third party except as permitted by this Agreement
- Protect the Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care
- Limit access to Confidential Information to Representatives who need to know it for the Purpose
- Ensure that Representatives are aware of and comply with this Agreement's obligations
- Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information
3.1 No Reverse Engineering
The Receiving Party shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or structure of any software or other technology disclosed as Confidential Information.
3.2 No Copying
The Receiving Party shall not copy or reproduce Confidential Information except as necessary for the Purpose. Any copies made shall be subject to this Agreement and shall bear any confidentiality markings that appear on the original.
4. Exclusions from Confidential Information
The obligations set forth in this Agreement do not apply to information that the Receiving Party can demonstrate:
- Was publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party
- Was rightfully in the Receiving Party's possession prior to disclosure, without restriction on disclosure
- Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
- Was rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation to the Disclosing Party
- Is approved for release by written authorization of the Disclosing Party
5. Permitted Disclosures
5.1 Legal Requirement
The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or governmental authority, provided that the Receiving Party:
- Provides the Disclosing Party with prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order or other remedy
- Cooperates with the Disclosing Party's reasonable efforts to obtain such protective order
- Discloses only that portion of the Confidential Information that is legally required to be disclosed
- Uses reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed information
5.2 Representatives
The Receiving Party may disclose Confidential Information to its Representatives who need to know such information for the Purpose, provided that the Receiving Party:
- Ensures such Representatives are bound by confidentiality obligations at least as protective as this Agreement
- Remains responsible for any breach of this Agreement by its Representatives
6. Ownership of Confidential Information
All Confidential Information shall remain the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any license or other rights to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party.
No obligation is created by this Agreement for either Party to:
- Disclose any particular information
- Enter into any further agreement
- Proceed with any proposed business relationship
- Refrain from entering into agreements with third parties
7. Term and Termination
7.1 Term
This Agreement shall be effective from the Effective Date and shall continue for a period of two (2) years, unless terminated earlier in accordance with this Section.
7.2 Termination
Either Party may terminate this Agreement at any time by providing thirty (30) days' written notice to the other Party.
7.3 Survival
The Receiving Party's obligations with respect to Confidential Information disclosed prior to termination shall survive for a period of three (3) years following termination or expiration of this Agreement. For trade secrets, the obligations shall continue for as long as such information remains a trade secret under applicable law.
8. Return of Materials
Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly:
- Return all tangible materials containing Confidential Information to the Disclosing Party
- Destroy all copies, reproductions, and summaries of Confidential Information in its possession or control
- Delete all electronic copies of Confidential Information from its systems (except for copies retained in routine backup archives)
- Upon request, provide written certification of compliance with this Section
Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by law or regulation, or as retained in routine backup archives, provided that such retained information remains subject to this Agreement's confidentiality obligations.
9. Remedies
The Parties acknowledge that Confidential Information is valuable and unique, and that disclosure or use in violation of this Agreement may cause irreparable harm for which monetary damages may be inadequate.
Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek:
- Injunctive relief to prevent any actual or threatened breach of this Agreement
- Specific performance to enforce this Agreement
- Such relief without the necessity of proving actual damages or posting bond
The exercise of any remedy shall not preclude the exercise of any other remedy, and all remedies are cumulative.
10. General Provisions
10.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.
10.2 Jurisdiction
Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in California.
10.3 Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
10.4 Amendment
This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.
10.5 Waiver
The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
10.6 Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
10.7 Assignment
Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10.8 No Partnership
Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.
10.9 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be considered valid and binding.
10.10 Notices
All notices under this Agreement shall be in writing and shall be delivered by email with confirmation of receipt, or by certified mail, return receipt requested, to the addresses specified in the signature block or as otherwise designated by written notice.
11. Contact Information
To request an executed NDA or for questions about this agreement, please contact:
GuestPass Plus
Legal: legal@guestpassplus.com
Business Development: partnerships@guestpassplus.com
Location: California, United States
Signature Block
[This section would contain signature lines for both parties in an executed agreement]