This Non-Disclosure Agreement (the "Agreement") is entered into as of
(the "Effective Date") by and between:
Party Disclosing Information
Company name
Company address
Party Receiving Information
Supply Chain Strategies, LLC
1787 Haralson Drive, Eden Prairie, MN 55347
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include all written, oral, or visual information disclosed by the Disclosing Party to the Receiving Party, including but not limited to business strategies, financial information, customer lists, trade secrets, and proprietary data.
2. Obligations of Receiving Party
The Receiving Party shall:
a. Maintain the confidentiality of the Confidential Information.
b. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
c. Use the Confidential Information solely for the purpose of evaluating a potential business relationship.
d. Take all necessary precautions to protect the Confidential Information, employing no less than the same degree of care used to protect its own confidential information.
3. Exclusions from Confidential Information
Confidential Information shall not include information that:
a. Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
b. Is received from a third party without breach of any obligation of confidentiality.
c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
4.Term
This Agreement shall commence on the Effective Date and continue in effect until terminated by either party with 60 days written notice to the other party. The obligations of confidentiality shall survive the termination of this Agreement for a period of 5 years.
5.Return of Materials
Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies thereof.
6. No License
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party under any patent, copyright, or other intellectual property rights of the Disclosing Party.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
8.Remedies
The Receiving Party acknowledges that any disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal or equitable remedies.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
10. Amendments
No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties.
IN WITNESS THEREOF
The parties hereto have executed this Non-Disclosure Agreement as of the day and year first above written.
Receiving Party
Name: Jeffrey Abramson
Title: CEO
Signature:
