1. Purpose
The Disclosing Party, Becoming Media, Inc., the parent company of Becoming Her Magazine intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of [describe the purpose, e.g., exploring potential employment, freelance opportunities, collaborations, etc.]. The Receiving Party, the signer of this agreement, agrees to use the Confidential Information solely for the Purpose and to take all reasonable precautions to protect such Confidential Information.
2. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. Confidential Information includes, but is not limited to:
- Business plans and strategies
- Marketing plans and materials
- Financial information
- Customer and client lists
- Product and service information
- Designs, drawings, and specifications
- Technical data
- Software
- Trade secrets
- Events
- All other proprietary information, written, oral, or otherwise, disclosed or made available to the Receiving Party.
3. Obligations of Receiving Party
The Receiving Party shall:
(a) Keep the Confidential Information confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) Use the Confidential Information only for the Purpose;
(c) Take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of the Confidential Information, including at least those measures that the Receiving Party employs to protect its own confidential information of a similar nature;
(d) Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
4. Exceptions to Confidential Information
The obligations of the Receiving Party under this Agreement do not extend to information that is:
(a) Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
(b) Discovered or created by the Receiving Party before disclosure by the Disclosing Party;
(c) Learned by the Receiving Party through legitimate means other than from the Disclosing Party or the Disclosing Party’s representatives; or
(d) Disclosed with the prior written approval of the Disclosing Party.
5. Return of Materials
Upon the request of the Disclosing Party, the Receiving Party shall promptly return all documents and other tangible materials representing the Confidential Information and all copies thereof.
6. No Rights Granted
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party's Confidential Information, except as specified in this Agreement.
7. Term
This Agreement shall commence on the date first written above and shall continue in effect for seventy-five (75) years. The obligations of the Receiving Party under this Agreement shall survive termination of this Agreement and shall continue for seventy five (75) years from the date of termination.
8. Miscellaneous
(a) This Agreement shall be governed by and construed in accordance with the laws of Georgia, USA;
(b) Any disputes arising out of or in connection with this Agreement shall be resolved in the courts of Georgia, USA;
(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter;
(d) If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect;
(e) This Agreement may be amended or modified only by a written agreement signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
Company Representative's Name(s): Becoming Media, Inc., the parent company of Becoming Her Magazine
Company Representative's Signature: Becoming Media Inc and Becoming Her Magazine
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