(SayPro Research Royalty Standard)
This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Date] by and between:
SayPro Research Royalty
Address: [Insert Address]
(Hereinafter referred to as “Disclosing Party”)
and
[Recipient Name]
Address: [Insert Address]
(Hereinafter referred to as “Receiving Party”)
1. Purpose
The Receiving Party agrees to receive confidential information from the Disclosing Party for the sole purpose of participating in or supporting SayPro research projects, market analysis, and related activities under the SayPro Research Royalty program.
2. Definition of Confidential Information
Confidential Information includes but is not limited to:
- Market research data, analyses, reports, and findings
- Competitor performance metrics and benchmarking data
- Internal processes, methodologies, and proprietary tools
- Strategic plans, financial data, and business models
- Any other non-public information disclosed orally, in writing, electronically, or through any other medium
3. Obligations of Receiving Party
The Receiving Party agrees to:
- Maintain the confidentiality of all Confidential Information and not disclose it to any third party without prior written consent from the Disclosing Party
- Use the Confidential Information solely for the purpose stated in this Agreement
- Take all reasonable measures to protect the confidentiality and prevent unauthorized use or disclosure of the Confidential Information
- Limit access to Confidential Information only to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than this Agreement
4. Exclusions from Confidential Information
Confidential Information does not include information that:
- Was already known to the Receiving Party prior to disclosure without an obligation of confidentiality
- Is or becomes publicly available through no fault of the Receiving Party
- Is independently developed by the Receiving Party without reference to Confidential Information
- Is received legally from a third party without breach of any confidentiality obligation
5. Term and Termination
This Agreement shall commence on the date first written above and remain in effect for a period of [Specify Duration, e.g., two (2) years] unless terminated earlier by mutual written agreement. Obligations to protect Confidential Information shall survive termination or expiration of this Agreement for a period of [Specify Duration, e.g., five (5) years].
6. Return or Destruction of Confidential Information
Upon termination or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and derivatives thereof, and certify such return or destruction in writing.
7. No License or Ownership Rights
No license or ownership rights to the Confidential Information are granted or implied by this Agreement. All Confidential Information remains the sole property of the Disclosing Party.
8. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other remedies available at law or in equity.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Specify Location].
10. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements or understandings, whether written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality and Non-Disclosure Agreement as of the date first above written.
SayPro Research Royalty (Disclosing Party):
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Receiving Party:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
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